S-3

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As filed with the Securities and Exchange Commission on April 16, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FedEx Corporation
(Exact name of registrant as specified in its charter)

Delaware	62-1721435
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Kenneth R. Masterson, Esq.
Executive Vice President, General Counsel and Secretary
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew M. Paalborg, Esq.
Staff Vice President—Securities & Corporate Law
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7500

        Approximate date of commencement of proposed sale to the public:    From time to time after this registration statement becomes effective.

        If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to Be Registered(1)	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Debt Securities(3)		(4)	(4)	(4)
Common Stock, par value $0.10 per share(3)		(4)	(4)	(4)
Guarantees of Debt Securities(5)		(4)(6)	(4)	(4)	(7)
	Total	$1,000,000,000	100%	$1,000,000,000	$92,000

(1)

Estimated solely to calculate the registration fee pursuant to Rule 457(o) under the Securities Act. The aggregate initial offering price of all securities issued from time to time pursuant to this registration statement will not exceed $1,000,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies.

(2)

In accordance with Rule 457(p) under the Securities Act, the registration fee currently due is entirely offset by the $278,000 previously paid by the registrant in connection with Registration Statement No. 333-74701, filed with the Securities and Exchange Commission on March 19, 1999, as amended by Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission on May 5, 1999, and withdrawn on the date of filing of this registration statement.

(3)

There are being registered hereunder an indeterminate principal amount of debt securities and an indeterminate number of shares of common stock as may, from time to time, be issued at indeterminate prices. In addition, there is being registered hereunder an indeterminate number of shares of common stock as may be issued upon conversion or exchange of any debt securities registered hereunder that provide for conversion or exchange into our common stock. No separate consideration will be received for any shares of common stock so issued upon conversion or exchange. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities being registered hereunder shall be such principal amount as shall result in an aggregate initial offering price of up to $1,000,000,000.

(4)

Omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act.

(5)

See the immediately following two pages for a table of the registrant guarantors.

(6)

No separate consideration will be received for the guarantees.

(7)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Registrant Guarantor	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number	Address of Registrant Guarantor's Executive Offices
American Freightways, Inc.	Arkansas	71-0562003	2200 Forward Drive Harrison, AR 72601
Caribbean Transportation Services, Inc.	Delaware	62-1789751	7304 West Market Street Greensboro, NC 27409
Federal Express Corporation	Delaware	71-0427007	3610 Hacks Cross Road Memphis, TN 38125
Federal Express (Australia) Pty Ltd.	Australia	N/A	215-225 Euston Road Alexandria NSW 2015 Australia
Federal Express Aviation Services, Incorporated	Delaware	58-1689318	3610 Hacks Cross Road Memphis, TN 38125
Federal Express Canada Ltd.	Canada	N/A	5985 Explorer Drive Mississauga, Ontario L4W 5K6
Federal Express Europe, Inc.	Delaware	62-1441419	3610 Hacks Cross Road Memphis, TN 38125
Federal Express Europe, Inc. & Co., V.O.F./S.N.C.	Belgium	N/A	Airport Building 119 1820 Melsbroek, Belgium
Federal Express Holdings S.A.	Delaware	62-1361344	3610 Hacks Cross Road Memphis, TN 38125
Federal Express Holdings (Mexico) y Compania S.N.C. de C.V.	Mexico	N/A	Calle Insurgentes Sur 899 Napoles 03810 Mexico D.F., Mexico
Federal Express International (France) SNC	France	N/A	125/135 Av. Louis Roche 92230, Gennevilliers, France
Federal Express International, Inc.	Delaware	58-1689315	3610 Hacks Cross Road Memphis, TN 38125
Federal Express Japan K.K.	Japan	N/A	Kyodo Building 16 Ichibancho Chiyoda-Ku Tokyo 102-0082 Japan
Federal Express Pacific, Inc.	Delaware	62-1441421	3610 Hacks Cross Road Memphis, TN 38125
Federal Express (Singapore) Pte. Ltd.	Singapore	N/A	3 Khaki Bukit Road #2 Block A, Unit 3E Eunos Warehouse Complex Singapore 417837

Federal Express Virgin Islands, Inc.	U.S. Virgin Islands	N/A	Havensite Mall Charlotte Amalie St. Thomas, U.S. Virgin Islands
FedEx Corporate Services, Inc.	Delaware	62-1808017	942 S. Shady Grove Road Memphis, TN 38120
FedEx Custom Critical, Inc.	Ohio	34-1175962	2088 South Arlington Road Akron, OH 44306
FedEx Freight Corporation	Delaware	62-1835899	6075 Poplar Avenue, Suite 300 Memphis, TN 38119
FedEx Freight System, Inc.	Delaware	94-3416699	2200 Forward Drive Harrison, AR 72601
FedEx Ground Package System, Inc.	Delaware	34-1441019	1000 FedEx Drive Moon Township, PA 15108
FedEx Ground Package System, Ltd.	Wyoming	34-1791318	3930 Nashua Drive, Suite 201 Mississauga, Ontario L4V 1M5
FedEx Supply Chain Services, Inc.	Ohio	34-1614601	5455 Darrow Road Hudson, OH 44236
FedEx Trade Networks, Inc.	Delaware	62-1808886	6075 Poplar Avenue, Suite 434 Memphis, TN 38119
Tower Group International, Inc.	New York	16-0807223	128 Dearborn Street Buffalo, NY 14207
Tower Group International Canada Inc.	Canada	N/A	5915 Airport Rd, Suite 1100 Mississauga, Ontario LV4 1T1
Viking Freight, Inc.	California	94-1620812	6411 Guadalupe Mines Road San Jose, CA 95120
World Tariff, Limited	California	94-3117785	220 Montgomery Street, Suite 448 San Francisco, CA 94101

SUBJECT TO COMPLETION, DATED APRIL 16, 2002

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

DEBT SECURITIES
COMMON STOCK

        We may offer and sell from time to time, in one or more offerings, up to $1,000,000,000 aggregate initial public offering price of any combination of our unsecured debt securities and common stock.

        The debt securities will be guaranteed by all of our subsidiaries, excluding subsidiaries that are, individually and in the aggregate, considered minor pursuant to the rules of the Securities and Exchange Commission.

        We will provide specific terms of these securities in supplements to this prospectus. We will not use this prospectus to confirm sales of any securities unless it is accompanied by a prospectus supplement.

        You should read this prospectus and any prospectus supplement, as well as any information described under the heading "Where You Can Find More Information," carefully before you invest.

        Prior to their issuance there will have been no market for the debt securities. We do not intend to apply for the listing of any series of debt securities on a national securities exchange.

        Our common stock is listed on the New York Stock Exchange under the symbol "FDX."

Investing in our debt securities and common stock involves certain risks. You should carefully review the risk factors beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        The date of this prospectus is                        , 2002.

TABLE OF CONTENTS

	Page
About This Prospectus	2
Forward-Looking Statements	3
Where You Can Find More Information	4
About Our Company	5
Risk Factors	6
Ratio of Earnings to Fixed Charges	8
Use of Proceeds	8
Description of Debt Securities and Guarantees	8
Description of Common Stock	15
Plan of Distribution	17
Legal Matters	19
Experts	19
Subsidiary Guarantors	19

ABOUT THIS PROSPECTUS

        This prospectus is part of a "shelf" registration statement that we have filed with the Securities and Exchange Commission, referred to as the SEC in this prospectus. By using a shelf registration statement, we may sell, from time to time, in one or more offerings, any combination of the securities described in this prospectus up to $1,000,000,000 aggregate initial public offering price. As allowed by SEC rules, this prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement. For further information about our business and the securities, you should refer to the registration statement and its exhibits. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Because these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement can be obtained from the SEC as indicated under the heading "Where You Can Find More Information."

        This prospectus provides you with only a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with the additional information described below under the heading "Where You Can Find More Information."

        The prospectus supplement also will contain, with respect to the securities being sold, the names of any underwriters, dealers or agents, together with the terms of the offering, the compensation of any underwriters, dealers or agents and the net proceeds to us.

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different, additional or inconsistent information, you should not rely on it. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus. In the case of information contained in documents we file with the SEC and incorporate by reference in this prospectus, you should assume that such information is accurate only as of the dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

        References in this prospectus to FedEx, we, us and our are to FedEx Corporation. References to FedEx Express are to Federal Express Corporation, our largest subsidiary.

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FORWARD-LOOKING STATEMENTS

        This prospectus (including the information incorporated by reference in this prospectus) may contain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of FedEx. Forward-looking statements include those preceded by, followed by or that include the words "believes," "expects," "anticipates," "estimates" or similar expressions. These forward-looking statements involve risks and uncertainties. Neither FedEx nor any other person assumes responsibility for the accuracy and completeness of these statements. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, matters described in the documents incorporated by reference in this prospectus and in the "Risk Factors" section of this prospectus, such as:

•

the impact of the events of September 11, 2001, or any subsequent terrorist activities, on the United States and global economies in general, or the transportation industry in particular, and what effects these events will have on our costs or the demand for our services;



•

the timing and amount of any money we are entitled to receive under the Air Transportation Safety and System Stabilization Act;



•

general economic and competitive conditions in the markets in which we operate;



•

our ability to match aircraft, vehicle and sort capacity with customer volume levels; and



•

other risks and uncertainties you can find in our press releases and SEC filings.

        As a result of these and other factors, no assurance can be given as to our future results and achievements. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

        See "Where You Can Find More Information" and "Risk Factors."

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WHERE YOU CAN FIND MORE INFORMATION

        We and FedEx Express file annual, quarterly and special reports, proxy statements and other information with the SEC. These SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any of these documents at the SEC's public reference rooms in Washington, D.C. and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on its public reference rooms.

        The SEC allows us to incorporate by reference information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. Information incorporated by reference is considered a part of this prospectus, and later information filed with the SEC will automatically update and supersede previous information. We and FedEx Express incorporate by reference the documents listed below and all future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until we sell all the offered securities. We expect that each of our other subsidiary guarantors will be exempt from periodic reporting under the Exchange Act in reliance on Rule 12h-5 under the Exchange Act. See "Subsidiary Guarantors."

FedEx SEC Filings	Period
Annual Report on Form 10-K	Fiscal Year ended May 31, 2001
Quarterly Reports on Form 10-Q	Quarters ended August 31, 2001, November 30, 2001 and February 28, 2002
Current Reports on Form 8-K	Filed on September 25, 2001, October 18, 2001, December 19, 2001 and March 11, 2002 (as amended by the Form 8-K/A filed on April 12, 2002)
Pages F-1 through F-18 of the prospectus included in FedEx Corporation's Registration Statement on Form S-4 (No. 333-59834)	Filed on April 30, 2001

FedEx Express SEC Filings	Period
Annual Report on Form 10-K	Fiscal Year ended May 31, 2001
Quarterly Reports on Form 10-Q	Quarters ended August 31, 2001, November 30, 2001 and February 28, 2002
Current Reports on Form 8-K	Filed on September 25, 2001, October 18, 2001, December 19, 2001 and March 11, 2002 (as amended by the Form 8-K/A filed on April 12, 2002)

        You may request a copy of these filings at no cost by contacting us at:

FedEx Corporation
Attention: Investor Relations
942 South Shady Grove Road
Memphis, Tennessee 38120
(901) 818-7200
ir@fedex.com

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ABOUT OUR COMPANY

        We are a leading global provider of transportation, e-commerce and supply chain management services. Services offered by our companies include worldwide express delivery, ground small-package delivery, less-than-truckload freight delivery, global logistics, supply chain management and customs brokerage, as well as trade facilitation and electronic commerce solutions. We offer our integrated business solutions through a portfolio of operating companies, including:

•

FEDERAL EXPRESS CORPORATION ("FedEx Express"). FedEx Express is the world's largest express transportation company, offering time-certain delivery within one or two business days among markets that comprise more than 90% of the world's gross domestic product.



•

FEDEX GROUND PACKAGE SYSTEM, INC. ("FedEx Ground"). FedEx Ground is North America's second largest provider of business and residential money-back guaranteed ground package delivery services. FedEx Ground provides low-cost residential deliveries to most major U.S. markets through its FedEx Home Delivery service.



•

FEDEX FREIGHT CORPORATION ("FedEx Freight"). FedEx Freight, which comprises American Freightways, Inc., a multi-regional less-than-truckload ("LTL") carrier, and Viking Freight, Inc., an LTL carrier operating principally in the western United States, is the largest regional LTL carrier in the United States.



•

FEDEX CUSTOM CRITICAL, INC. ("FedEx Custom Critical"). FedEx Custom Critical is the world's largest surface-expedited carrier, offering non-stop, time-specific, door-to-door delivery of time-critical and special-handling shipments within the United States, Canada and Europe.



•

FEDEX TRADE NETWORKS, INC. ("FedEx Trade Networks"). FedEx Trade Networks facilitates global transportation and logistics services by providing customs brokerage, trade consulting, information technology, e-clearance and freight forwarding solutions, principally through its Tower Group International, Inc. and Caribbean Transportation Services, Inc. subsidiaries.



•

FEDEX CORPORATE SERVICES, INC. ("FedEx Services"). FedEx Services offers complete supply chain management solutions through its FedEx Supply Chain Services, Inc. subsidiary and comprises our consolidated sales, marketing and technology support organizations.

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RISK FACTORS

Investing in our securities involves risk. In addition to the information set forth elsewhere in this prospectus, you should consider carefully the factors set forth below in connection with an investment in our securities.

Our Business Is Subject to Numerous Risks

        We provide a broad portfolio of transportation and supply chain management services through our operating subsidiaries. Our results of operations and financial condition are subject to certain risks and uncertainties, including:

•

the impact of the events of September 11, 2001, or any subsequent terrorist activities, on the United States and global economies in general, or the transportation industry in particular, and what effects these events will have on our costs or the demand for our services;



•

the timing and amount of any money we are entitled to receive under the Air Transportation Safety and System Stabilization Act;



•

economic conditions in the markets in which we operate, which can affect demand for our services;



•

competition from other providers of transportation services;



•

market acceptance of new services offered by us, including our residential home delivery service;



•

our ability to compete with new or improved services offered by our competitors;



•

changes in customer demand patterns;



•

increases in fuel prices;



•

our ability to match aircraft, vehicle and sort capacity with customer volume levels;



•

work stoppages, strikes or slowdowns by our employees;



•

our ability to obtain aviation rights in important international markets;



•

changes in government regulation, weather and technology; and



•

availability of financing on terms acceptable to us.

The Indenture Does Not Limit the Amount of Indebtedness That We May Incur

        Unless we inform you otherwise in a prospectus supplement, the indenture under which we will issue the debt securities and guarantees will not limit the amount of secured or unsecured indebtedness that we or our subsidiaries may incur. Unless we inform you otherwise in a prospectus supplement, the indenture, which is described below under "Description of Debt Securities and Guarantees," will not contain any debt covenants or provisions that would afford the holders of the debt securities protection in the event we participate in a highly leveraged transaction.

We Depend Upon Our Subsidiaries to Service Our Debt

        We are a holding company and derive all of our operating income from our subsidiaries. Our only source of cash to pay principal of and premium, if any, and interest on the debt securities is from dividends and other payments from our subsidiaries. Our subsidiaries' ability to make such payments may be restricted by, among other things, applicable state and foreign corporate laws and other laws and regulations. In addition, our right and the rights of our creditors, including holders of our debt securities, to participate in the assets of any subsidiary upon its liquidation or recapitalization would be

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subject to the prior claims of such subsidiary's creditors, except to the extent that we may ourselves be a creditor with recognized claims against such subsidiary. The debt securities will be guaranteed by all of our subsidiaries, excluding subsidiaries that are, individually and in the aggregate, considered "minor" pursuant to the rules of the SEC. If our subsidiaries do not provide us with enough cash to make payments on the debt securities when due, you may have to proceed directly against these subsidiary guarantors.

Ratings of Our Debt Securities Could Be Lowered In the Future

        We expect that the offered debt securities will be rated "investment grade" by one or more nationally recognized statistical rating organizations. A rating is not a recommendation to purchase, hold or sell debt securities, since a rating does not predict the market price of a particular security or its suitability for a particular investor. The rating organization may lower our rating or decide not to rate our securities in its sole discretion. The rating of the debt securities will be based primarily on the rating organization's assessment of the likelihood of timely payment of interest when due on the debt securities and the ultimate payment of principal of the debt securities on the final maturity date. The reduction, suspension or withdrawal of the ratings of the debt securities will not, in and of itself, constitute an event of default under the indenture.

An Active Trading Market For Our Debt Securities May Not Develop

        There is no established trading market for these debt securities since they are a new issue of securities. We do not intend to apply for the listing of any debt securities on a national securities exchange. We cannot assure you as to the liquidity of the public market for the debt securities or that any active public market for the debt securities will develop or continue. If an active public market does not develop or continue, the market price and liquidity of the debt securities may be adversely affected.

The Guarantees May Be Challenged as Fraudulent Conveyances

        Federal, state and foreign fraudulent conveyance or similar laws could limit the enforceability of a guarantee. For example, creditors of a subsidiary guarantor could claim that since the guarantees were incurred for the benefit of FedEx (and only indirectly for the benefit of a subsidiary guarantor), the obligation of a subsidiary guarantor was incurred for less than reasonably equivalent value or fair consideration. If any of our subsidiary guarantors was deemed to have received less than reasonably equivalent value or fair consideration for its guarantee, and at the time it gave the guarantee, that subsidiary guarantor:

•

was insolvent or rendered insolvent by giving its guarantee;



•

was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or



•

intended to incur debts beyond its ability to pay such debts as they mature,

then the obligations of such subsidiary guarantor under its guarantee could be avoided or subordinated to its other debts. In this regard, in an attempt to limit the applicability of fraudulent transfer laws, the indenture limits the amount of each guarantee to the amount that will result in it not constituting a fraudulent conveyance or improper corporate distribution. We cannot assure you as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor.

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RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)

	Nine Months Ended February 28,		Year Ended May 31,
	2002	2001	2001	2000	1999	1998	1997
Ratio of Earnings to Fixed Charges	2.1	2.2	2.1	2.4	2.4	2.3	1.6

        Earnings included in the calculation of the ratio of earnings to fixed charges represent income before income taxes plus fixed charges, other than capitalized interest. Fixed charges include interest expense, including capitalized interest, amortization of debt issuance costs and a portion of rent expense representative of interest.

USE OF PROCEEDS

        We intend to use the net proceeds from the sale of the securities for our general corporate purposes. If we decide to use the net proceeds from a particular offering of securities for a specific purpose, we will describe that purpose in a prospectus supplement.

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

The following summary describes the general terms and provisions of the debt securities and guarantees covered by this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the debt securities and guarantees in a prospectus supplement.

Because the following is a summary, it does not contain all of the information you may find useful. We have filed the form of indenture, which includes forms of the debt securities and guarantees, as an exhibit to the registration statement, and you should read it for provisions that may be important to you. In the following description, we have included references to section numbers of the indenture so that you can easily locate these provisions.

Terms; Form and Denomination

        We will issue the debt securities and guarantees under an indenture between us and a trustee that we will name in a prospectus supplement. Unless we inform you otherwise in a prospectus supplement, the indenture will not limit the aggregate amount of debt securities we may issue under the indenture. We may issue debt securities under the indenture from time to time in one or more series, each in an amount we authorize prior to issuance.

        The debt securities will be our general unsecured obligations and will rank equally with all our other unsecured and unsubordinated indebtedness.

        Unless we inform you otherwise in a prospectus supplement, the indenture will not contain any debt covenants or other provisions that would afford the holders of the debt securities protection in the event we participate in a highly leveraged transaction.

        The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•

the title of the debt securities;



•

the authorized denominations and aggregate principal amount offered and any limit on future issues of additional debt securities of the same series;



•

whether we will issue the debt securities as individual certificates to each holder or in the form of global securities held by a depositary on behalf of holders;

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•

the date or dates on which the principal of and any premium on the debt securities will be payable;



•

the manner in which we will calculate payments of principal, premium or interest and whether any payment will be fixed or based on a formula;



•

the place or places where the principal of and any premium and interest on the debt securities will be payable;



•

the dates on which interest will be payable and the corresponding record dates;



•

whether and under what circumstances any additional amounts with respect to the debt securities will be payable;



•

any mandatory or optional sinking fund or purchase fund or analogous provisions;



•

any provisions for optional or mandatory redemption or early repayment;



•

the portion of the principal amount of the debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;



•

any provisions for the defeasance of the debt securities;



•

the currency in which payments of principal of and any premium and interest on the debt securities will be payable;



•

any additional events of default or covenants applicable to the series;



•

any restrictions or other provisions relating to the transfer or exchange of the debt securities;



•

any terms for the conversion or exchange of the debt securities for other securities issued by us or any other entity;



•

the terms of the guarantees; and



•

any other terms that are not inconsistent with the indenture.

        Unless we inform you otherwise in a prospectus supplement, all outstanding debt securities will be exchangeable, transfers of debt securities will be registrable, and principal of and premium, if any, and interest, if any, on all debt securities will be payable, at the corporate trust office of a trustee to be named in a prospectus supplement; provided that payment of interest may, at our option, be made by check mailed to the address of the person entitled thereto as it appears in the security register or by transfer to an account maintained by the payee with a bank located in the United States. (Sections 3.01, 3.07 and 10.02)

        Unless we inform you otherwise in a prospectus supplement, all debt securities will be issued only in fully registered form without coupons in denominations of $1,000 and any integral multiples of $1,000. Neither FedEx nor the trustee will impose any service charge for any transfer or exchange of a debt security; however, we may ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of debt securities. (Section 3.05)

        We may sell the debt securities at a discount, which may be substantial, below their stated principal amount. Those debt securities may bear no interest or may bear interest at a rate that at the time of issuance is below market rates. We will describe any material United States federal income tax consequences and any other special considerations relating to an investment in discount securities in a prospectus supplement.

        If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in a prospectus

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supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.

Guarantees

        The debt securities will be guaranteed by all of our subsidiaries, excluding subsidiaries which, individually and in the aggregate, constitute "minor" subsidiaries for purposes of Rule 3-10 of Regulation S-X promulgated by the SEC. We expect that we will cause additional subsidiaries to become guarantors of the debt securities from time to time if their guarantees are necessary.

        Each of the subsidiary guarantors will fully and unconditionally guarantee, jointly and severally, the due and punctual payment of principal of and premium, if any, and interest on the debt securities, and the due and punctual payment of any sinking fund payments, when the same shall become due and payable, whether at maturity, by declaration of acceleration, by call for redemption or otherwise. (Section 12.01) The guarantees will be unsecured obligations of the respective subsidiary guarantors and will rank equally with all of their other unsecured and unsubordinated indebtedness. Each subsidiary guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable subsidiary guarantor without rendering the subsidiary guarantee, as it relates to such subsidiary guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (Section 12.07) See "Risk Factors—The Guarantees May Be Challenged as Fraudulent Conveyances."

Merger, Consolidation and Sale of Assets

        The indenture will provide that we may not consolidate or merge with or into any other person, or convey or transfer substantially all of our properties and assets as an entirety to any person, unless:

•

our successor is a corporation organized and existing under the laws of the United States, any state or the District of Columbia;



•

our successor shall expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest on all the debt securities and the performance of every covenant in the indenture that we would otherwise have to perform;



•

immediately after giving effect to the merger, there will not be any defaults under the indenture; and



•

we shall have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that the merger and the supplemental indenture comply with the indenture. (Section 8.01)

        Upon the sale or disposition (by merger or otherwise) of any subsidiary guarantor by FedEx or any subsidiary of FedEx to any person that is not an affiliate of FedEx, each such subsidiary guarantor will automatically be released from all obligations under its guarantee. (Section 12.04)

Modification, Amendment and Waiver

        FedEx and the trustee may modify and amend the indenture with the consent of the holders of a majority in principal amount of each series of debt securities to be affected. However, no modification or amendment may, without the consent of the holder of each debt security affected thereby:

•

change the stated maturity of the principal of, or any installment of interest on, any debt security;



•

reduce the principal amount of, rate of interest on, or premium payable upon the redemption of, any debt security;

10

•

change any place of payment where, or the currency in which, any principal of, or interest or premium on, any debt security is payable;



•

impair the right to institute suit for the enforcement of any payment on or with respect to any debt security on or after the stated maturity, or, in the case of redemption, on or after the redemption date; or



•

reduce the percentage in principal amount of outstanding debt securities the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults. (Section 9.02)

        The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive any past default under the indenture and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any debt securities or in respect of a covenant or provision that under the indenture cannot be modified or amended without the consent of the holder of each outstanding debt security affected. (Section 5.13)

        In addition, we can modify and amend the indenture without seeking your consent in order to, among other things:

•

allow a successor to FedEx or a subsidiary guarantor to assume our or its obligations under the indenture;



•

add additional events of default or additional covenants of FedEx or a subsidiary guarantor;



•

secure the debt securities of any series;



•

add additional subsidiary guarantors of the debt securities; or



•

make any other amendment or supplement to the indenture as long as that amendment or supplement does not materially adversely affect the interests of any holders of debt securities. (Section 9.01)

Events of Default

        Unless we inform you otherwise in a prospectus supplement, an event of default with respect to a series of debt securities will occur if:

•

we fail to pay interest when due on any debt security of that series for 30 days;



•

we fail to pay the principal of or any premium on any debt security of that series when due;



•

we fail to perform any covenant in the indenture and this failure continues for 60 days after we receive written notice as provided in the indenture;



•

we fail to deposit any sinking fund payment when and as due by the terms of a debt security of that series; or



•

we or a court takes certain actions relating to our bankruptcy, insolvency or reorganization for the benefit of our creditors. (Section 5.01)

        If an event of default with respect to all debt securities of any series occurs and continues, the trustee or the holders of a majority in principal amount of the outstanding debt securities of that series may require us to repay immediately the principal amount of all debt securities of that series. The holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul such acceleration if all events of default with respect to the debt securities of that series, other than the nonpayment of accelerated principal, have been cured or waived as provided in the

11

indenture. (Section 5.02) For information as to waiver of defaults, see "—Modification, Amendment and Waiver" above.

        Other than its duties in case of a default, the trustee will not be obligated to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless the holders offer to the trustee reasonable indemnity. (Sections 6.01 and 6.03) If the holders provide this reasonable indemnity, the holders of a majority in principal amount of the outstanding debt securities of such series will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to any series of debt securities. (Section 5.12)

        No holder of any debt security of any series will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture unless:

•

the holder has previously given to the trustee written notice of a continuing event of default;



•

the holders of a majority in principal amount of the outstanding debt securities of that series have made a written request, and offered reasonable indemnity, to the trustee to institute a proceeding as trustee; and



•

the trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the request, and the trustee has failed to institute such proceeding within 60 days. (Section 5.07)

        However, the holder of any debt security will have an absolute right to receive payment of the principal of and any premium and interest on the debt security as expressed in the debt security, or, in the case of redemption, on the redemption date, and to institute suit for the enforcement of any payment. (Section 5.08)

        We will be required to furnish to the trustee annually a statement as to the absence of certain defaults under the indenture. (Section 10.05) The trustee may withhold notice to the holders of debt securities of any default, except as to payment of principal or interest with respect to the debt securities, if the trustee considers such withholding to be in the interest of the holders of the debt securities. (Section 6.02)

Discharge and Defeasance

        We may satisfy and discharge obligations with respect to the debt securities of a particular series by either delivering to the trustee for cancellation all outstanding debt securities of that series, or depositing with the trustee, after the outstanding debt securities of that series have become due and payable, or will become due and payable within one year, at maturity or by redemption, sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or redemption date of the debt securities of that series. (Section 4.01)

        In addition, the indenture provides that at our option we may:

•

be discharged from our obligations with respect to the debt securities of a particular series ("defeasance and discharge"), or



•

cease to comply with certain restrictive covenants under the indenture, including those described under "—Merger, Consolidation and Sale of Assets," and certain events of default will no longer apply to us ("covenant defeasance"),

if we deposit with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or redemption date of the debt securities of that series. (Sections 13.01, 13.02 and 13.03) Upon defeasance and discharge, the holders of the debt securities of the affected series will not be entitled to the benefits of the indenture, except for

12

registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities. Such holders may look only to such deposited funds or obligations for payment. (Section 13.02)

        The defeasance and discharge and covenant defeasance described above are effective only if, among other things, we deliver to the trustee an opinion of counsel to the effect that (i) the holders of the debt securities will not recognize income, gain or loss for federal income tax purposes as result of such defeasance and discharge or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance and discharge or covenant defeasance had not occurred, and (ii) in the case of defeasance and discharge, the opinion as to tax consequences is based upon an Internal Revenue Service ruling or a change in applicable federal income tax law. (Section 13.04)

Book-Entry Procedures

        Unless we inform you otherwise in a prospectus supplement, each series of debt securities will be issued in the form of one or more fully registered global securities. We will deposit each global security with, or on behalf of, The Depository Trust Company, New York, New York ("DTC"), and register such global security in the name of Cede & Co. or another nominee of DTC. If you wish to own debt securities that are represented by one or more global securities, you can do so only indirectly or "beneficially" through an account with a broker, bank or other financial institution that has an account with DTC (i.e., a DTC participant) or through an account directly with DTC if you are a DTC participant. No holder of a debt security initially issued as a global security will be entitled to receive a debt security in certificated form, except as set forth below.

        Except as set forth below, a global security may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

        DTC has advised us as follows:

•

DTC is

•

a limited purpose trust company organized under the laws of the State of New York;



•

a "banking organization" within the meaning of the New York banking law;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and



•

a "clearing agency" registered pursuant to Section 17A of the Exchange Act.

•

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entries in accounts of its participants, eliminating the need for physical movement of certificates.



•

DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and others, some of who own DTC.



•

Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by DTC only through participants or indirect participants.

13

        DTC has advised us that pursuant to procedures established by it:

•

upon issuance of a global security, DTC will credit the accounts of participants designated by any dealers, underwriters or agents participating in the distribution of the debt securities with the respective principal amounts of debt securities beneficially owned by such participants; and



•

ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to participants), by the participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners).

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. These laws may limit your ability to own, transfer or pledge beneficial interests in a global security.

        As long as DTC's nominee is the registered owner of a global security, such nominee for all purposes will be considered the sole owner or holder of such debt securities under the indenture. Except as provided below, you will not:

•

be entitled to have any debt securities registered in your name;



•

receive or be entitled to receive physical delivery of any debt securities in definitive form; and



•

be considered the owners or holders of the debt securities under the indenture.

        We will make payment of principal of and premium, if any, and interest on debt securities represented by a global security to DTC or its nominee, as the case may be, as the registered owner and holder of the global security representing those debt securities. DTC has advised us that upon receipt of any payment of principal of, or premium or interest on, a global security, DTC will immediately credit accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security, as shown in DTC's records. Standing instructions and customary practices will govern payments by participants to owners of beneficial interests in a global security held through those participants, as is now the case with securities held for the accounts of customers registered in "street name." Those payments will be the sole responsibility of those participants, subject to any statutory or regulatory requirements that may be in effect from time to time.

        Neither we, the trustee nor any of our respective agents will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global security, or for maintaining, supervising or reviewing any records related to such beneficial ownership interests.

        We will issue debt securities in definitive form in exchange for global securities if:

•

DTC notifies us that it is unwilling, unable or ineligible to continue as depositary and we have not appointed a successor depositary within 90 days or if at any time DTC, or any successor depositary, ceases to be a "clearing agency" under the Exchange Act; or



•

we choose in our sole discretion to issue definitive debt securities.

        In either instance, an owner of a beneficial interest in a global security will be entitled to have debt securities equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of debt securities in definitive form. You will not be charged a fee for any transfer or exchange of such debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (Section 3.05)

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DESCRIPTION OF COMMON STOCK

The following summary of the terms of our common stock does not purport to be complete and is qualified by reference to our certificate of incorporation, our bylaws and the Delaware General Corporation Law. For more details, you should read our certificate of incorporation and bylaws as currently in effect. We have filed copies of these documents with the SEC, and they are incorporated by reference herein. See "Where You Can Find More Information."

The prospectus supplement relating to an offering of our common stock will describe the details of the offering, including the number of shares offered, the initial offering price and updated market price and dividend information.

Authorized Shares of Capital Stock

        Our authorized capital stock consists of 800,000,000 shares of common stock, $0.10 par value per share, and 4,000,000 shares of series preferred stock, without par value. On March 31, 2002, there were outstanding (a) 298,419,197 shares of common stock and (b) employee stock options to purchase an aggregate of 18,135,248 shares of common stock, of which options to purchase an aggregate of 8,735,992 shares of common stock were exercisable. As of the date of this prospectus, no shares of our preferred stock were issued or outstanding.

Voting Rights

        Holders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and possess all voting power (except as may, in the future, be provided by Delaware law, our certificate of incorporation or a resolution of our board of directors authorizing a series of our preferred stock). Our common stock does not have cumulative voting rights. Each member of the board of directors is elected by the holders of a plurality of the shares entitled to vote in person or by proxy at a meeting for the election of directors.

Dividends

        We currently do not pay dividends on our common stock, but rather reinvest earnings in our business. However, if we change our current policy and decide to pay dividends on our common stock, holders of common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available for payment of dividends, subject to the rights of the holders of any outstanding shares of preferred stock. The holders of common stock will share equally, share for share, in such dividends, whether payable in cash, in property or in shares of our stock.

Liquidation Rights

        Subject to any preferential rights of outstanding shares of preferred stock, holders of common stock will share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up.

Absence of Other Rights

        Our common stock has no preemptive, subscription, preferential, conversion or exchange rights.

Listing

        Our common stock is listed on the New York Stock Exchange under the symbol "FDX."

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Miscellaneous

        The outstanding shares of our common stock are, and any shares of common stock offered by a prospectus supplement upon issuance and payment therefor will be, fully paid and nonassessable.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is EquiServe Trust Company, N.A., P.O. Box 2500, Jersey City, New Jersey 07303-2500.

Certain Anti-Takeover Effects

        General.    Certain provisions of our certificate of incorporation, our bylaws and Delaware law may have the effect of impeding the acquisition of control of us. These provisions are designed to reduce, or have the effect of reducing, our vulnerability to unsolicited takeover attempts that are unfair to our stockholders. Our board of directors has no present intention to introduce additional measures that might have an anti-takeover effect, but expressly reserves the right to introduce such measures in the future.

        Classification of Board of Directors.    Our board of directors is divided into three classes, having staggered terms of office of three years each. The existence of a classified board makes it more difficult for a hostile third party to acquire control of us by removing the existing board at one time in a proxy contest.

        Change in Control.    Our certificate of incorporation includes provisions designed to prevent the use of certain tactics in connection with a potential takeover of our company. Article Five of our certificate of incorporation requires the affirmative vote of 80% of the outstanding shares of capital stock of our company entitled to vote generally in the election of directors to approve certain business combinations, including certain mergers, consolidations, security issuances, reclassifications, recapitalizations, liquidations, dissolutions or sales, leases, exchanges, mortgages, pledges or transfers of a specified portion of assets, involving us or any subsidiary and the beneficial owner of more than 10% of the voting power of the outstanding shares of capital stock (a "related person"), unless either:

•

the business combination is approved by a majority of the directors who are not affiliated with the related person and who were directors before the related person became a related person; or



•

the stockholders receive a "fair price" for their holdings and other procedural requirements are met.

        In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law. Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to specified exceptions, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation's voting stock.

        Stockholder Action by Written Consent.    Our certificate of incorporation and bylaws require all stockholder action be taken at a duly called meeting of the stockholders and prohibit taking action by written consent of stockholders.

        Special Meetings.    Pursuant to Delaware law, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or

16

bylaws. Our certificate of incorporation provides that special meetings of stockholders may by called only by our board of directors pursuant to a resolution approved by a majority of the entire board of directors.

        Supermajority Voting.    The classified board, fair price and stockholder consent provisions, as well as certain other provisions of our certificate of incorporation and bylaws, may be altered, amended or repealed only by the affirmative vote of 80% or more of our outstanding capital stock entitled to vote on such action.

        Additional Authorized Shares of Capital Stock.    The additional shares of authorized common stock and preferred stock available for issuance under our charter could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.

PLAN OF DISTRIBUTION

        We may sell our securities in any of the following ways:

•

through underwriters;



•

through dealers;



•

through agents;



•

directly to purchasers;



•

through a specific bidding, ordering or auction process or otherwise; and



•

any combination of these methods of sale.

        The prospectus supplement with respect to the securities being offered will set forth the specific plan of distribution and the terms of the offering, including:

•

the names of any underwriters, dealers or agents;



•

the purchase price of the securities and the proceeds we will receive from the sale;



•

any underwriting discounts, agency fees and other items constituting underwriters' or agents' compensation;



•

any initial public offering price; and



•

any discounts or concessions allowed or re-allowed or paid to dealers.

Underwriters

        If we use underwriters for a sale of securities, we will enter into an underwriting agreement with the underwriters. Unless we inform you otherwise in a prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions and the underwriters will be obligated to purchase all of the offered securities if any are purchased. The underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions at a fixed public offering price, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers.

Dealers

        If we use dealers in a sale, we will sell the securities to the dealers as principals. The dealers may then resell such securities to the public at varying prices that they determine at the time of resale.

17

Agents

        If we use agents in a sale, unless we inform you otherwise in a prospectus supplement, the agents will act on a best-efforts basis to solicit purchases for the period of their appointment.

Compensation

        In connection with the sale of our securities, underwriters or agents may receive compensation from us or from purchasers of securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Any underwriting compensation paid by us to underwriters or agents in connection with an offering of securities, and any discounts, concessions or commissions allowed by underwriters to dealers, will be set forth in the applicable prospectus supplement.

        Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters as defined in the Securities Act of 1933, as amended (the "Securities Act"), and any discounts or commissions received by them from us and any profit realized by them on the resale of the securities may be treated as underwriting discounts and commissions under the Securities Act.

Direct Sales

        We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional investors or others, who may deemed to be underwriters within the Securities Act with respect to any resales. We will describe the terms of any direct sales in a prospectus supplement.

Delayed Delivery Contracts

        We may authorize underwriters, dealers or agents to solicit offers from institutional investors to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. If we use delayed delivery contracts, they will be subject only to those conditions that we set forth in a prospectus supplement, and the prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

        Underwriters, dealers and agents who participate in the distribution of the securities may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain liabilities, including liabilities under the Securities Act. Underwriters, dealers or agents and their associates may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

        Unless we inform you otherwise in a prospectus supplement, we do not intend to apply for the listing of any series of the debt securities on a national securities exchange. If the debt securities of any series are sold to or through underwriters, the underwriters may make a market in such debt securities, as permitted by applicable laws and regulations. No underwriter would be obligated, however, to make a market in the debt securities, and any market-making could be discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the liquidity of, or trading markets for, the debt securities of any series.

18

LEGAL MATTERS

        Kenneth R. Masterson, our Executive Vice President, General Counsel and Secretary, will issue an opinion about the legality of the offered securities. As of March 31, 2002, Mr. Masterson owned 75,250 shares of FedEx common stock and had been granted options to purchase 470,250 shares of such common stock. Of the options granted, 346,500 were vested at such date.

        Any underwriters, dealers or agents will be advised by their own legal counsel about other issues relating to any offering.

EXPERTS

        The consolidated financial statements and schedules of FedEx and FedEx Express included in each company's Annual Report on Form 10-K for the year ended May 31, 2001, and incorporated by reference herein, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference in this prospectus in reliance upon the authority of Arthur Andersen LLP as experts in giving those reports.

        With respect to the unaudited interim financial information of FedEx and FedEx Express for the quarters ended August 31, 2001, November 30, 2001 and February 28, 2002 included in each company's Quarterly Report on Form 10-Q for such periods, all of which are incorporated by reference in this prospectus, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for a review of that information. However, their separate reports thereon state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on that information should be restricted in light of the limited nature of the review procedures applied. In addition, the accountants are not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the prospectus prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act.

        The consolidated financial statements of American Freightways Corporation at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, which were included in FedEx's Registration Statement on Form S-4 (No. 333-59834), have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, and are incorporated by reference in this prospectus in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

SUBSIDIARY GUARANTORS

        Each subsidiary guarantor of the debt securities other than FedEx Express, which is currently an Exchange Act reporting company, is exempt from Exchange Act reporting pursuant to Rule 12h-5 under the Exchange Act, as:

•

FedEx has no independent assets or operations;



•

the guarantees of the subsidiary guarantors are full and unconditional and joint and several; and



•

any subsidiaries of FedEx other than the subsidiary guarantors are, individually and in the aggregate, minor.

        There are no significant restrictions on the ability of FedEx or any subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan.

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$1,000,000,000

Debt Securities

Common Stock

PROSPECTUS

                  , 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

        The following table sets forth the estimated expenses (other than underwriting discounts and commissions) of the issuance and distribution of the securities being registered, all of which expenses will be paid by FedEx Corporation ("FedEx"):

SEC registration fee		$	0
Printing and engraving fees			100,000
Fees of transfer agent and registrar			10,000
Attorneys' fees and expenses			75,000
Trustees' fees			20,000
Accounting fees and expenses			20,000
Blue Sky fees and expenses			5,000
Rating agency fees			150,000
Miscellaneous fees and expenses			50,000
	Total	$	430,000

        All of the above amounts, other than the Securities and Exchange Commission registration fee, are estimated. In accordance with Rule 457(p) under the Securities Act of 1933, as amended (the "Securities Act"), the registration fee currently due is entirely offset by the $278,000 previously paid by FedEx in connection with Registration Statement No. 333-74701, filed with the Securities and Exchange Commission on March 19, 1999, as amended by Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission on May 5, 1999, and withdrawn on the date of filing of this registration statement.

Item 15. Indemnification of Directors and Officers

        Section 102(b)(7) of the Delaware General Corporation Law (the "Delaware Law") permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director for any breach of the director's duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for the unlawful payment of dividends, or for any transaction from which the director derived an improper personal benefit.

        ARTICLE THIRTEENTH of FedEx's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), provides that no director shall be personally liable to FedEx or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that ARTICLE THIRTEENTH does not eliminate or limit the liability of a director of FedEx (i) for any breach of the director's duty of loyalty to FedEx or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law (relating to the unlawful payment of dividends) or any amendment or successor provision thereto, or (iv) for any transaction from which the director derived an improper personal benefit. ARTICLE THIRTEENTH of the Charter does not eliminate or limit the liability of a director for any act or omission occurring prior to the date when ARTICLE THIRTEENTH became effective (December 3, 1997). Neither the amendment nor repeal of ARTICLE THIRTEENTH of the Charter, nor the adoption of any provision of the Charter inconsistent with ARTICLE THIRTEENTH, will eliminate or reduce the effect of ARTICLE THIRTEENTH with respect to any matter occurring,

II-1

or any cause of action, suit or claim that, but for ARTICLE THIRTEENTH, would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision.

        Section 145 of the Delaware Law permits a corporation to indemnify any of its directors, officers, employees or agents who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation (or another enterprise if serving at the request of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe that his or her conduct was unlawful. In any threatened, pending or completed action or suit by or in the right of the corporation, a corporation is permitted to indemnify any director, officer, employee or agent against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made if such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite such adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper.

        Article III, Section 13 (relating to indemnification of directors) and Article V, Section 18 (relating to indemnification of officers and managing directors) of FedEx's Amended and Restated By-laws provide that FedEx shall indemnify to the full extent authorized or permitted by the Delaware Law any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person or his or her testator or intestate is or was a director, officer or managing director of FedEx or serves or served as a director, officer, employee or agent of any other enterprise at FedEx's request.

        FedEx also has purchased insurance designed to protect FedEx and its directors and officers against losses arising from certain claims, including claims under the Securities Act.

Item 16. Exhibits

*1.1	Form of Underwriting Agreement relating to debt securities.
*1.2	Form of Underwriting Agreement relating to common stock.
4.1	Amended and Restated Certificate of Incorporation of FedEx Corporation, as amended (filed as Exhibit 3.1 to FedEx Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 2000, and incorporated herein by reference).
4.2	Amended and Restated By-laws of FedEx Corporation (filed as Exhibit 3.2 to Amendment No. 1 to FedEx Corporation's Registration Statement on Form S-4 (Registration No. 333-39483), filed with the Securities and Exchange Commission on December 4, 1997, and incorporated herein by reference).
4.3	Form of Indenture.
4.4	Form of debt security (included in Exhibit 4.3).
4.5	Form of guarantee (included in Exhibit 4.3).
4.6	Specimen FedEx Corporation common stock certificate.

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5.1	Opinion of Kenneth R. Masterson, Executive Vice President, General Counsel and Secretary of FedEx Corporation, regarding the legality of the debt securities, guarantees and common stock.
12.1	Computation of Ratios of Earnings to Fixed Charges (filed as Exhibit 12.1 to FedEx Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2002, and incorporated herein by reference).
15.1	Letter of Arthur Andersen LLP regarding unaudited interim financial information of FedEx Corporation and Federal Express Corporation.
23.1	Consent of Kenneth R. Masterson (included in Exhibit 5.1).
23.2	Consent of Arthur Andersen LLP with respect to FedEx Corporation's and Federal Express Corporation's financial statements.
23.3	Consent of Ernst & Young LLP with respect to American Freightways Corporation's financial statements.
24.1	Powers of Attorney (set forth on the signature pages to this registration statement).
**25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, on Form T-1 of the Trustee.
99.1	Consolidated financial statements of American Freightways Corporation at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000 (included in FedEx Corporation's Registration Statement on Form S-4 (Registration No. 333-59834), filed with the Securities and Exchange Commission on April 30, 2001, and incorporated herein by reference).

*

To be filed by amendment to this registration statement or as an exhibit to a Current Report on Form 8-K.

**

To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

Item 17. Undertakings

        (a)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

        (ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

II-3

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this registration statement;

        (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (d)  The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDEX CORPORATION
By:	/s/  JAMES S. HUDSON James S. Hudson Corporate Vice President—Strategic Financial Planning and Control

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 16, 2002
/s/  JAMES S. HUDSON James S. Hudson	Corporate Vice President—Strategic Financial Planning and Control (Principal Accounting Officer)	April 16, 2002

II-5

/s/  JAMES L. BARKSDALE James L. Barksdale	Director	April 16, 2002
/s/  RALPH D. DENUNZIO Ralph D. Denunzio	Director	April 16, 2002
/s/  JUDITH L. ESTRIN Judith L. Estrin	Director	April 16, 2002
/s/  F. S. GARRISON F. S. Garrison	Director	April 16, 2002
/s/  PHILIP GREER Philip Greer	Director	April 16, 2002
/s/  J.R. HYDE, III J.R. Hyde, III	Director	April 16, 2002
/s/  SHIRLEY ANN JACKSON Shirley Ann Jackson	Director	April 16, 2002
/s/  GEORGE J. MITCHELL George J. Mitchell	Director	April 16, 2002
/s/  JOSHUA I. SMITH Joshua I. Smith	Director	April 16, 2002
/s/  PAUL S. WALSH Paul S. Walsh	Director	April 16, 2002
/s/  PETER S. WILMOTT Peter S. Wilmott	Director	April 16, 2002

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDERAL EXPRESS CORPORATION
By:	/s/  MICHAEL W. HILLARD Michael W. Hillard Vice President, Controller and Chief Accounting Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Chairman of the Board and Director	April 16, 2002
/s/  DAVID J. BRONCZEK David J. Bronczek	President and Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  TRACY G. SCHMIDT Tracy G. Schmidt	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	April 16, 2002

II-7

/s/  MICHAEL W. HILLARD Michael W. Hillard	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	April 16, 2002
/s/  ROBERT B. CARTER Robert B. Carter	Director	April 16, 2002
/s/  MICHAEL L. DUCKER Michael L. Ducker	Director	April 16, 2002
/s/  T. MICHAEL GLENN T. Michael Glenn	Director	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Director	April 16, 2002
/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Director	April 16, 2002
/s/  DAVID F. REBHOLZ David F. Rebholz	Director	April 16, 2002
/s/  THEODORE L. WEISE Theodore L. Weise	Director	April 16, 2002

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Moon Township, State of Pennsylvania, on April 16, 2002.

FEDEX GROUND PACKAGE SYSTEM, INC.
By:	/s/  RONALD R. TROMBETTA Ronald R. Trombetta Senior Vice President—Finance and Administration, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Chairman of the Board and Director	April 16, 2002
/s/  DANIEL J. SULLIVAN Daniel J. Sullivan	President and Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  RONALD R. TROMBETTA Ronald R. Trombetta	Senior Vice President—Finance and Administration, Chief Financial Officer and Treasurer (Principal Financial Officer)	April 16, 2002

II-9

/s/  GRETCHEN G. SMARTO Gretchen G. Smarto	Vice President and Controller (Principal Accounting Officer)	April 16, 2002
/s/  ROBERT B. CARTER Robert B. Carter	Director	April 16, 2002
/s/  T. MICHAEL GLENN T. Michael Glenn	Director	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Director	April 16, 2002
/s/  IVAN T. HOFMANN Ivan T. Hofmann	Director	April 16, 2002
/s/  RODGER G. MARTICKE Rodger G. Marticke	Director	April 16, 2002
/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Director	April 16, 2002

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on April 16, 2002.

VIKING FREIGHT, INC.
By:	/s/  MARSHALL W. WITT Marshall W. Witt Vice President—Finance and Administration and Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  TILTON G. GORE Tilton G. Gore	President and Chief Executive Officer (Principal Executive Officer)	April 16, 2002
/s/  MARSHALL W. WITT Marshall W. Witt	Vice President—Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  DOUGLAS G. DUNCAN Douglas G. Duncan	Director	April 16, 2002
/s/  DONALD C. BROWN Donald C. Brown	Director	April 16, 2002

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on April 16, 2002.

FEDEX CUSTOM CRITICAL, INC.
By:	/s/  BRENDAN L. O'SULLIVAN Brendan L. O'Sullivan Vice President—Finance, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JOHN G. PICKARD John G. Pickard	President and Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  BRENDAN L. O'SULLIVAN Brendan L. O'Sullivan	Vice President—Finance, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Chairman of the Board and Director	April 16, 2002

II-12

/s/  ROBERT B. CARTER Robert B. Carter	Director	April 16, 2002
/s/  T. MICHAEL GLENN T. Michael Glenn	Director	April 16, 2002
/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Director	April 16, 2002
/s/  R. BRUCE SIMPSON R. Bruce Simpson	Director	April 16, 2002

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on April 16, 2002.

FEDERAL EXPRESS CANADA LTD.
By:	/s/  KARL O. STINGILY Karl O. Stingily Vice President—Finance

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  DONALD F. COLLERAN Donald F. Colleran	President (Principal Executive Officer)	April 16, 2002
/s/  KARL O. STINGILY Karl O. Stingily	Vice President—Finance (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  DONNA BRAZELTON Donna Brazelton	Director	April 16, 2002

II-14

/s/  CLIFFORD P. JOHNSON Clifford P. Johnson	Director	April 16, 2002
/s/  ARTHUR STANLEY Arthur Stanley	Director	April 16, 2002
/s/  PINA STARNINO Pina Starnino	Director	April 16, 2002

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on April 16, 2002.

FEDERAL EXPRESS JAPAN K.K.
By:	/s/  DAVID J. ROSS David J. Ross Representative Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  DAVID J. ROSS David J. Ross	Chairman of the Board and Representative Director	April 16, 2002
/s/  HAROLD W. WEST Harold W. West	Representative Director	April 16, 2002
/s/  KENJI HAGIWARA Kenji Hagiwara	Director	April 16, 2002

II-16

/s/  THOMAS L. HOLLAND Thomas L. Holland	Director	April 16, 2002
/s/  HIDEO MORI Hideo Mori	Director	April 16, 2002

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDEX TRADE NETWORKS, INC.
By:	/s/  ALAN J. MELUSKEY Alan J. Meluskey Vice President—Finance and Administration and Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Director	April 16, 2002
/s/  G. EDMOND CLARK G. Edmond Clark	President, Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  ALAN J. MELUSKEY Alan J. Meluskey	Vice President—Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002

II-18

/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Chairman of the Board and Director	April 16, 2002
/s/  ROBERT B. CARTER Robert B. Carter	Director	April 16, 2002
/s/  T. MICHAEL GLENN T. Michael Glenn	Director	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Director	April 16, 2002
/s/  GERALD P. LEARY Gerald P. Leary	Director	April 16, 2002

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buffalo, State of New York, on April 16, 2002.

TOWER GROUP INTERNATIONAL, INC.
By:	/s/  DONALD P. VOGEL Donald P. Vogel Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  G. EDMOND CLARK G. Edmond Clark	Chairman of the Board and Director	April 16, 2002
/s/  GERALD P. LEARY Gerald P. Leary	President and Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  DONALD P. VOGEL Donald P. Vogel	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on April 16, 2002.

TOWER GROUP INTERNATIONAL CANADA INC.
By:	/s/  G. EDMOND CLARK G. Edmond Clark Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  G. EDMOND CLARK G. Edmond Clark	Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  FRANK VAN DE GEYN Frank van de Geyn	Director	April 16, 2002
/s/  GERALD P. LEARY Gerald P. Leary	Director	April 16, 2002
/s/  TERRY OWEN Terry Owen	Director	April 16, 2002

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greensboro, State of North Carolina, on April 16, 2002.

CARIBBEAN TRANSPORTATION SERVICES, INC.
By:	/s/  LYNN H. TURMAN Lynn H. Turman Vice President, Controller and Assistant Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  RICHARD A. FAIETA Richard A. Faieta	President, Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  LYNN H. TURMAN Lynn H. Turman	Vice President, Controller and Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  G. EDMOND CLARK G. Edmond Clark	Chairman of the Board and Director	April 16, 2002

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on April 16, 2002.

WORLD TARIFF, LIMITED
By:	/s/  ALAN J. MELUSKEY Alan J. Meluskey Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  SCOTT D. MORSE Scott D. Morse	President, Publisher and Director (Principal Executive Officer)	April 16, 2002
/s/  ALAN J. MELUSKEY Alan J. Meluskey	Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  G. EDMOND CLARK G. Edmond Clark	Chairman of the Board and Director	April 16, 2002

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on April 16, 2002.

FEDEX GROUND PACKAGE SYSTEM, LTD.
By:	/s/  RONALD R. TROMBETTA Ronald R. Trombetta Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  SIDNEY M. BALLINGER Sidney M. Ballinger	President (Principal Executive Officer)	April 16, 2002
/s/  RONALD R. TROMBETTA Ronald R. Trombetta	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  IVAN T. HOFMANN Ivan T. Hofmann	Director	April 16, 2002
/s/  RODGER G. MARTICKE Rodger G. Marticke	Director	April 16, 2002
/s/  STEVEN H. TAYLOR Steven H. Taylor	Director	April 16, 2002

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDEX CORPORATE SERVICES, INC.
By:	/s/  ROBERT A. GREEN Robert A. Green Vice President—Finance

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Director	April 16, 2002
/s/  T. MICHAEL GLENN T. Michael Glenn	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  ROBERT A. GREEN Robert A. Green	Vice President—Finance (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  DAVID J. BRONCZEK David J. Bronczek	Director	April 16, 2002

II-25

/s/  ROBERT B. CARTER Robert B. Carter	Director	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Director	April 16, 2002
/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Director	April 16, 2002
/s/  DANIEL J. SULLIVAN Daniel J. Sullivan	Director	April 16, 2002
/s/  DOUGLAS G. DUNCAN Douglas G. Duncan	Director	April 16, 2002

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hudson, State of Ohio, on April 16, 2002.

FEDEX SUPPLY CHAIN SERVICES, INC.
By:	/s/  LORI A. LUTEY Lori A. Lutey Vice President—Finance and Administration

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated..

Signature	Capacity	Date
/s/  DOUGLAS E. WITT Douglas E. Witt	President and Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  LORI A. LUTEY Lori A. Lutey	Vice President—Finance and Administration and Director (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  PHILIP J. AZAR Philip J. Azar	Director	April 16, 2002

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDEX FREIGHT CORPORATION
By:	/s/  DONALD C. BROWN Donald C. Brown Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Director	April 16, 2002
/s/  DOUGLAS G. DUNCAN Douglas G. Duncan	President, Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  DONALD C. BROWN Donald C. Brown	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  ROBERT B. CARTER Robert B. Carter	Director	April 16, 2002

II-28

/s/  T. MICHAEL GLENN T. Michael Glenn	Director	April 16, 2002
/s/  ALAN B. GRAF, JR. Alan B. Graf, Jr.	Director	April 16, 2002
/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Director	April 16, 2002
/s/  THOMAS R. GARRISON Thomas R. Garrison	Director	April 16, 2002
/s/  TILTON G. GORE Tilton G. Gore	Director	April 16, 2002

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDEX FREIGHT SYSTEM, INC.
By:	/s/  DOUGLAS G. DUNCAN Douglas G. Duncan President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  DOUGLAS G. DUNCAN Douglas G. Duncan	President, Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2002
/s/  DONALD C. BROWN Donald C. Brown	Senior Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harrison, State of Arkansas, on April 16, 2002.

AMERICAN FREIGHTWAYS, INC.
By:	/s/  FRANK CONNER Frank Conner Executive Vice President—Accounting & Finance and Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  TOM GARRISON Tom Garrison	President and Chief Executive Officer (Principal Executive Officer)	April 16, 2002
/s/  FRANK CONNER Frank Conner	Executive Vice President—Accounting & Finance and Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  DONALD C. BROWN Donald C. Brown	Director	April 16, 2002
/s/  DOUGLAS G. DUNCAN Douglas G. Duncan	Director	April 16, 2002

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDERAL EXPRESS AVIATION SERVICES, INCORPORATED
By:	/s/  JAMES R. PARKER James R. Parker President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  FREDERICK W. SMITH Frederick W. Smith	Chairman of the Board and Director	April 16, 2002
/s/  JAMES R. PARKER James R. Parker	President, Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  KENNETH R. MASTERSON Kenneth R. Masterson	Director	April 16, 2002

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Alexandria, Sydney, Australia, on April 16, 2002.

FEDERAL EXPRESS (AUSTRALIA) PTY LTD.
By:	/s/  ANDREW J. DA ROZA Andrew J. da Roza Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  ANDREW J. DA ROZA Andrew J. da Roza	Director	April 16, 2002
/s/  KIM ANTHONY GARNER Kim Anthony Garner	Director	April 16, 2002
/s/  DONALD LEE HARDY Donald Lee Hardy	Director	April 16, 2002
/s/  PETER PI-TAK YIN Peter Pi-Tak Yin	Director	April 16, 2002

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Gennevilliers, France, on April 16, 2002.

FEDERAL EXPRESS INTERNATIONAL (FRANCE) SNC
By:	/s/  ALAIN CHAILLE Alain Chaille Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  ALAIN CHAILLE Alain Chaille	Director	April 16, 2002

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on April 16, 2002.

FEDERAL EXPRESS (SINGAPORE) PTE. LTD.
By:	/s/  ANDREW J. DA ROZA Andrew J. da Roza Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  PETER PI-TAK YIN Peter Pi-Tak Yin	Director	April 16, 2002
/s/  ANDREW J. DA ROZA Andrew J. da Roza	Director	April 16, 2002
/s/  CHUNG-HOW CHUA Chung-How Chua	Director	April 16, 2002
/s/  JOHN J. LUMLEY-HOLMES John J. Lumley-Holmes	Director	April 16, 2002

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDERAL EXPRESS EUROPE, INC.
By:	/s/  KENNETH F. KOVAL Kenneth F. Koval Vice President and Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  ROBERT W. ELLIOTT Robert W. Elliott	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	April 16, 2002
/s/  KENNETH F. KOVAL Kenneth F. Koval	Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  MARK R. ALLEN Mark R. Allen	Director	April 16, 2002
/s/  PETER GRIMM Peter Grimm	Director	April 16, 2002

II-36

/s/  BERNARD SCHLOEMER Bernard Schloemer	Director	April 16, 2002
/s/  CHRISTINE P. RICHARDS Christine P. Richards	Director	April 16, 2002
/s/  DESMOND J. MORGAN Desmond J. Morgan	Director	April 16, 2002
/s/  STEPHEN PARROTT Stephen Parrott	Director	April 16, 2002

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Melsbroek, Belgium, on April 16, 2002.

FEDERAL EXPRESS EUROPE, INC. & CO., V.O.F./S.N.C.
By:	/s/  KENNETH F. KOVAL Kenneth F. Koval Vice President and Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  ROBERT W. ELLIOTT Robert W. Elliott	Director	April 16, 2002
/s/  PAUL A. EVANS Paul A. Evans	Director	April 16, 2002
/s/  MARK R. ALLEN Mark R. Allen	Director	April 16, 2002

II-38

/s/  KENNETH F. KOVAL Kenneth F. Koval	Director	April 16, 2002
/s/  DAVID W. SLIPPER David W. Slipper	Director	April 16, 2002
/s/  JOHN MILES John Miles	Director	April 16, 2002
/s/  WALTER ABERCROMBIE Walter Abercrombie	Director	April 16, 2002

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City D.F., Mexico, on April 16, 2002.

FEDERAL EXPRESS HOLDINGS (MEXICO) y COMPANIA S.N.C. de C.V.
By:	/s/  JUAN N. CENTO Juan N. Cento Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JAMES S. HUDSON James S. Hudson	Authorized Representative in the United States	April 16, 2002
/s/  JUAN N. CENTO Juan N. Cento	Director	April 16, 2002

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDERAL EXPRESS HOLDINGS S.A.
By:	/s/  JUAN N. CENTO Juan N. Cento President

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JUAN N. CENTO Juan N. Cento	President (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  JULIO COLOMBA Julio Colomba	Director	April 16, 2002
/s/  ANDREW M. PAALBORG Andrew M. Paalborg	Director	April 16, 2002
/s/  DAVID F. REBHOLZ David F. Rebholz	Director	April 16, 2002

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDERAL EXPRESS INTERNATIONAL, INC.
By:	/s/  DAVID J. BRONCZEK David J. Bronczek Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  DAVID J. BRONCZEK David J. Bronczek	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  MARK R. ALLEN Mark R. Allen	Director	April 16, 2002
/s/  EDDY KA LEUNG CHAN Eddy Ka Leung Chan	Director	April 16, 2002

II-42

/s/  KAREN M. CLAYBORNE Karen M. Clayborne	Director	April 16, 2002
/s/  ANDREW J. DA ROZA Andrew J. da Roza	Director	April 16, 2002
/s/  MICHAEL L. DUCKER Michael L. Ducker	Director	April 16, 2002
/s/  MICHAEL T. MITCHELL Michael T. Mitchell	Director	April 16, 2002
/s/  PETER PI-TAK YIN Peter Pi-Tak Yin	Director	April 16, 2002

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on April 16, 2002.

FEDERAL EXPRESS PACIFIC, INC.
By:	/s/  MICHAEL L. DUCKER Michael L. Ducker Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  MICHAEL L. DUCKER Michael L. Ducker	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	April 16, 2002
/s/  MICHAEL T. MITCHELL Michael T. Mitchell	Vice President and Director (Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  EDDY KA LEUNG CHAN Eddy Ka Leung Chan	Director	April 16, 2002
/s/  DAVID L. CUNNINGHAM, JR. David L. Cunningham, Jr.	Director	April 16, 2002

II-44

/s/  ANDREW J. DA ROZA Andrew J. da Roza	Director	April 16, 2002
/s/  DAVID J. ROSS David J. Ross	Director	April 16, 2002
/s/  PETER PI-TAK YIN Peter Pi-Tak Yin	Director	April 16, 2002
/s/  JOHN W. ALLISON John W. Allison	Director	April 16, 2002
/s/  DENNICE A. WILSON Dennice A. Wilson	Director	April 16, 2002

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Saint Thomas, United States Virgin Islands, on April 16, 2002.

FEDERAL EXPRESS VIRGIN ISLANDS, INC.
By:	/s/  JULIO COLOMBA Julio Colomba President

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Kenneth R. Masterson, Alan B. Graf, Jr. and James S. Hudson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  JULIO COLOMBA Julio Colomba	President and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	April 16, 2002
/s/  ROBERTO MORALES Roberto Morales	Director	April 16, 2002
/s/  FERNANDO LIEVANO Fernando Lievano	Director	April 16, 2002
/s/  TROY MAXEY Troy Maxey	Director	April 16, 2002

II-46

EXHIBIT INDEX

Exhibits	Exhibit Description
*1.1	Form of Underwriting Agreement relating to debt securities.
*1.2	Form of Underwriting Agreement relating to common stock.
4.1	Amended and Restated Certificate of Incorporation of FedEx Corporation, as amended (filed as Exhibit 3.1 to FedEx Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 2000, and incorporated herein by reference).
4.2	Amended and Restated By-laws of FedEx Corporation (filed as Exhibit 3.2 to Amendment No. 1 to FedEx Corporation's Registration Statement on Form S-4 (Registration No. 333-39483), filed with the Securities and Exchange Commission on December 4, 1997, and incorporated herein by reference).
4.3	Form of Indenture.
4.4	Form of debt security (included in Exhibit 4.3).
4.5	Form of guarantee (included in Exhibit 4.3).
4.6	Specimen FedEx Corporation common stock certificate.
5.1	Opinion of Kenneth R. Masterson, Executive Vice President, General Counsel and Secretary of FedEx Corporation, regarding the legality of the debt securities, guarantees and common stock.
12.1	Computation of Ratios of Earnings to Fixed Charges (filed as Exhibit 12.1 to FedEx Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2002, and incorporated herein by reference).
15.1	Letter of Arthur Andersen LLP regarding unaudited interim financial information of FedEx Corporation and Federal Express Corporation.
23.1	Consent of Kenneth R. Masterson (included in Exhibit 5.1).
23.2	Consent of Arthur Andersen LLP with respect to FedEx Corporation's and Federal Express Corporation's financial statements.
23.3	Consent of Ernst & Young LLP with respect to American Freightways Corporation's financial statements.
24.1	Powers of Attorney (set forth on the signature pages to this registration statement).
**25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, on Form T-1 of the Trustee.
99.1	Consolidated financial statements of American Freightways Corporation at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000 (included in FedEx Corporation's Registration Statement on Form S-4 (Registration No. 333-59834), filed with the Securities and Exchange Commission on April 30, 2001, and incorporated herein by reference).

*

To be filed by amendment to this registration statement or as an exhibit to a Current Report on Form 8-K.

**

To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

E-1

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EXHIBIT INDEX

EX-4.3

                                                                     EXHIBIT 4.3

                                    INDENTURE

                            ------------------------

                           Dated as of _________, 200_

                                      among

                          FEDEX CORPORATION, AS ISSUER,

                          THE GUARANTORS NAMED HEREIN,

                                       and

                         __________________, AS TRUSTEE


                            ------------------------

                                 DEBT SECURITIES



                         RECONCILIATION AND TIE BETWEEN
                           TRUST INDENTURE ACT OF 1939
                    (THE "TRUST INDENTURE ACT") AND INDENTURE



TRUST INDENTURE ACT SECTION                                     INDENTURE SECTION
                                                               
Section 310 (a)(1)  .............................................     6.09
            (a)(2)...............................................     6.09
            (b)..................................................     6.10
Section 311 (b)(4)...............................................     6.13
            (b)(6)...............................................     6.13
Section 312 (a)..................................................     7.01
            (b)..................................................     7.02
            (c)..................................................     7.02
Section 313 (a)..................................................     7.03
            (b)(2)...............................................     7.03
            (c)..................................................     7.03
            (d)..................................................     7.03
Section 314 (a)..................................................     7.04
            (c)(1)...............................................     1.02
            (c)(2)...............................................     1.02
            (e)..................................................     1.02
            (f)..................................................     1.02
Section 316 (a) (last sentence)..................................     1.01
            (a)(1)(A)............................................ 5.02 and 5.12
            (a)(1)(B)............................................     5.13
            (b)..................................................     5.08
Section 317 (a)(1)...............................................     5.03
            (a)(2)...............................................     5.04
            (b)..................................................    10.03
Section 318 (a)..................................................     1.07


- -----------

This reconciliation and tie shall not, for any purpose, be deemed to be a part
of the Indenture.

NOTE: Section 318(c) of the Trust Indenture Act provides that the provisions of
      Sections 310-317 are a part of and govern every qualified indenture,
      whether or not physically contained therein.



                               TABLE OF CONTENTS*

                                 --------------



                                                                            PAGE
                                                                            ----
                                                                         
                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.   DEFINITIONS..................................................2
SECTION 1.02.   COMPLIANCE CERTIFICATES AND OPINIONS.........................9
SECTION 1.03.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.......................9
SECTION 1.04.   ACTS OF HOLDERS.............................................10
SECTION 1.05.   NOTICES, ETC. TO TRUSTEE, COMPANY AND GUARANTORS............11
SECTION 1.06.   NOTICE TO HOLDERS; WAIVER...................................11
SECTION 1.07.   CONFLICT WITH TRUST INDENTURE ACT...........................12
SECTION 1.08.   EFFECT OF HEADINGS AND TABLE OF CONTENTS....................12
SECTION 1.09.   SUCCESSORS AND ASSIGNS......................................12
SECTION 1.10.   SEPARABILITY CLAUSE.........................................12
SECTION 1.11.   BENEFITS OF INDENTURE.......................................12
SECTION 1.12.   GOVERNING LAW...............................................12
SECTION 1.13.   LEGAL HOLIDAYS..............................................12
SECTION 1.14.   LANGUAGE OF NOTICES.........................................13
SECTION 1.15.   COUNTERPARTS................................................13

                                    ARTICLE 2
                                 SECURITY FORMS

SECTION 2.01.   FORMS GENERALLY.............................................13
SECTION 2.02.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.............14
SECTION 2.03.   GLOBAL SECURITIES...........................................14

                                    ARTICLE 3
                                 THE SECURITIES

SECTION 3.01.   AMOUNT UNLIMITED; ISSUABLE IN SERIES........................15
SECTION 3.02.   DENOMINATIONS...............................................18
SECTION 3.03.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING..............18
SECTION 3.04.   TEMPORARY SECURITIES........................................20
SECTION 3.05.   REGISTRATION, TRANSFER AND EXCHANGE.........................21
SECTION 3.06.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES............23
SECTION 3.07.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..............24
SECTION 3.08.   PERSONS DEEMED OWNERS.......................................25
SECTION 3.09.   CANCELLATION................................................26
SECTION 3.10.   COMPUTATION OF INTEREST.....................................26


- ----------

* This table of contents shall not, for any purpose, be deemed to be a part of
  the Indenture





                                                                            PAGE
                                                                            ----
                                                                         
                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

SECTION 4.01.   SATISFACTION AND DISCHARGE OF INDENTURE.....................26
SECTION 4.02.   APPLICATION OF TRUST MONEY..................................28

                                    ARTICLE 5
                                    REMEDIES

SECTION 5.01.   EVENTS OF DEFAULT...........................................28
SECTION 5.02.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..........29
SECTION 5.03.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                BY TRUSTEE..................................................30
SECTION 5.04.   TRUSTEE MAY FILE PROOFS OF CLAIM............................31
SECTION 5.05.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
                OF SECURITIES...............................................32
SECTION 5.06.   APPLICATION OF MONEY COLLECTED..............................32
SECTION 5.07.   LIMITATION ON SUITS.........................................32
SECTION 5.08.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                PREMIUM AND INTEREST........................................33
SECTION 5.09.   RESTORATION OF RIGHTS AND REMEDIES..........................33
SECTION 5.10.   RIGHTS AND REMEDIES CUMULATIVE..............................34
SECTION 5.11.   DELAY OR OMISSION NOT WAIVER................................34
SECTION 5.12.   CONTROL BY HOLDERS..........................................34
SECTION 5.13.   WAIVER OF PAST DEFAULTS.....................................34
SECTION 5.14.   UNDERTAKING FOR COSTS.......................................35
SECTION 5.15.   WAIVER OF STAY OR EXTENSION LAWS............................35

                                ARTICLE 6
                               THE TRUSTEE

SECTION 6.01.   CERTAIN DUTIES AND RESPONSIBILITIES.........................35
SECTION 6.02.   NOTICE OF DEFAULTS..........................................36
SECTION 6.03.   CERTAIN RIGHTS OF TRUSTEE...................................37
SECTION 6.04.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES......38
SECTION 6.05.   MAY HOLD SECURITIES.........................................38
SECTION 6.06.   MONEY HELD IN TRUST.........................................38
SECTION 6.07.   COMPENSATION AND REIMBURSEMENT..............................38
SECTION 6.08.   INTENTIONALLY LEFT BLANK....................................39
SECTION 6.09.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.....................39
SECTION 6.10.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...........39
SECTION 6.11.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR......................41
SECTION 6.12.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                TO BUSINESS.................................................42
SECTION 6.13.   PREFERENTIAL CLAIMS.........................................43
SECTION 6.14.   APPOINTMENT OF AUTHENTICATING AGENT.........................43


                                       ii




                                                                            PAGE
                                                                           ----
                                                                         
                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
                OF HOLDERS..................................................45
SECTION 7.02.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS......45
SECTION 7.03.   REPORTS BY TRUSTEE..........................................46
SECTION 7.04.   REPORTS BY COMPANY..........................................47

                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.   COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS..............47
SECTION 8.02.   SUCCESSOR CORPORATION SUBSTITUTED...........................48

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

SECTION 9.01.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........48
SECTION 9.02.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............50
SECTION 9.03.   EXECUTION OF SUPPLEMENTAL INDENTURES........................51
SECTION 9.04.   EFFECT OF SUPPLEMENTAL INDENTURES...........................51
SECTION 9.05.   CONFORMITY WITH TRUST INDENTURE ACT.........................51
SECTION 9.06.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..........51

                                   ARTICLE 10
                                    COVENANTS

SECTION 10.01.  PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND
                ADDITIONAL AMOUNTS..........................................51
SECTION 10.02.  MAINTENANCE OF OFFICE OR AGENCY.............................51
SECTION 10.03.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST...........52
SECTION 10.04.  CORPORATE EXISTENCE.........................................54
SECTION 10.05.  STATEMENT AS TO DEFAULT.....................................54
SECTION 10.06.  ADDITIONAL AMOUNTS..........................................54

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

SECTION 11.01.  APPLICABILITY OF ARTICLE....................................55
SECTION 11.02.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.......................55
SECTION 11.03.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED...........55
SECTION 11.04.  NOTICE OF REDEMPTION........................................56
SECTION 11.05.  DEPOSIT OF REDEMPTION PRICE.................................56
SECTION 11.06.  SECURITIES PAYABLE ON REDEMPTION DATE.......................57
SECTION 11.07.  SECURITIES REDEEMED IN PART.................................57


                                       iii




                                                                            PAGE
                                                                           ----
                                                                         
                                   ARTICLE 12
                             GUARANTEE OF SECURITIES

SECTION 12.01.  UNCONDITIONAL GUARANTEE.....................................57
SECTION 12.02.  EXECUTION AND DELIVERY OF GUARANTEE.........................59
SECTION 12.03.  ADDITIONAL GUARANTORS.......................................59
SECTION 12.04.  RELEASE OF A GUARANTOR......................................59
SECTION 12.05.  WAIVER OF SUBROGATION.......................................60
SECTION 12.06.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                AGENT REGARDING DISSOLUTION, ETC. OF GUARANTORS.............60
SECTION 12.07.  LIMITATION OF GUARANTOR'S LIABILITY.........................61
SECTION 12.08.  OBLIGATIONS REINSTATED......................................61
SECTION 12.09.  NO OBLIGATION TO TAKE ACTION AGAINST THE COMPANY............61

                                   ARTICLE 13
                      DEFEASEANCE AND COVENANT DEFEASEANCE

SECTION 13.01.  APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
                DEFEASANCE OR COVENANT DEFEASANCE...........................61
SECTION 13.02.  DEFEASANCE AND DISCHARGE....................................62
SECTION 13.03.  COVENANT DEFEASANCE.........................................62
SECTION 13.04.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.............63
SECTION 13.05.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
                HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS...............64

                                   ARTICLE 14
                                  SINKING FUNDS

SECTION 14.01.  APPLICABILITY OF ARTICLE....................................66
SECTION 14.02.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.......66
SECTION 14.03.  REDEMPTION OF SECURITIES FOR SINKING FUND...................66

                                   ARTICLE 15
                        SECURITIES IN FOREIGN CURRENCIES

SECTION 15.01.  APPLICABILITY OF ARTICLE....................................67

SCHEDULE I        List of Subsidiary Guarantors
SCHEDULE II       Form of Supplemental Indenture
SCHEDULE III      Form of Supplemental Indenture to Add Additional Guarantors
EXHIBIT A         Form of Debt Security
EXHIBIT B         Form of Guarantee


                                       iv


                                    INDENTURE

     INDENTURE, dated as of ____________, 200_, among FedEx Corporation, a
Delaware corporation (the "COMPANY"), the Guarantors referred to below and
_____________________, as trustee (the "TRUSTEE").

                                    RECITALS

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, bonds, notes or other evidences of indebtedness, unlimited as to
principal amount, to bear such rates of interest, to mature at such time or
times, to be issued in one or more series and to have such other provisions as
shall be fixed as hereinafter provided;

     WHEREAS, the Guarantors named herein have duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of
guarantees of the Securities (as herein defined) and the Company's obligations
under this Indenture (the "GUARANTEE");

     WHEREAS, the Company and the Guarantors have duly authorized the execution
and delivery of this Indenture and all things necessary to make this Indenture a
valid agreement of the Company and the Guarantors, in accordance with its terms,
have been done; and

     WHEREAS, this Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as herein defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of any series thereof, as follows:



                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (i)   the terms defined in this Article have the meanings assigned
     to them in this Article and include the plural as well as the singular;

          (ii)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (iii) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and, except as otherwise herein expressly provided, the term
     "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" with respect to any
     computation required or permitted hereunder shall mean such accounting
     principles as are generally accepted in the United States of America as of
     the date of such computation; and

          (iv)  the words "HEREIN," "HEREOF," "HERETO" and "HEREUNDER" and
     other words of similar import refer to this Indenture as a whole and not
     to any particular Article, Section or other subdivision.

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "ADDITIONAL AMOUNTS" means any additional amounts which are required hereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"CONTROL" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities of one or more series.

                                        2


     "BOARD OF DIRECTORS" means the board of directors of the Company or any
duly authorized committee of the board of directors of the Company.

     "BOARD RESOLUTION" means a copy of one or more resolutions certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

     "BUSINESS DAY" means any day other than Saturday, Sunday or other day on
which banking institutions in New York or Tennessee are authorized or obligated
by law to close.

     "CAPITAL STOCK" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of
such Person.

     "CLEARSTREAM" means Clearstream Banking, societe anonyme, or any successor
thereto.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "COMPANY" means FedEx Corporation or any successor Corporation which shall
have become such under this Indenture.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its President or any Vice President and
delivered to the Trustee.

     "CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community, (ii)
the euro for the settlement of transactions by public institutions of or within
the European Communities or (iii) any currency unit or composite currency other
than the euro for the purposes for which it was established.

     "CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date of original execution of this
Indenture is located at _____________________.

     "CORPORATION" includes corporations and limited liability companies and,
except for purposes of Article Eight, associations, companies and business
trusts.

                                        3


     "CURRENCY," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

     "CUSIP NUMBER" means the alphanumeric designation assigned to a Security by
Standard & Poor's Ratings Group, CUSIP Service Bureau.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEPOSITORY" means, with respect to the Securities of any series issuable
upon original issuance in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered under the Securities Exchange Act of 1934, as
amended, which, in each case, shall be designated by the Company as contemplated
by Section 3.01.

     "DOLLARS" means a dollar or other equivalent unit of legal tender for
payment of debts in the United States of America.

     "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or any successor thereto.

     "EUROPEAN COMMUNITIES" means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "FOREIGN CURRENCY" means any currency, currency unit or composite currency,
including, without limitation, the euro, issued by the government of one or more
countries other than the United States or by any recognized confederation or
association of such governments.

     "GLOBAL SECURITY" means a Security bearing the legend specified in Section
2.03 evidencing all or part of a series of Securities, issued to the Depository
or its nominee with respect to such series and registered in the name of such
Depository or nominee.

     "GOVERNMENT OBLIGATIONS" means securities which are (x) direct full faith
and credit obligations of the United States of America or the other government
or governments in the confederation that issued the Foreign Currency in which
the principal of or any premium or interest on any Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments, or (y) obligations of a Person controlled or

                                        4


supervised by and acting as an agency or instrumentality of the United States of
America or such other governments or governments, in each case where the payment
or payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a
bank as custodian with respect to any such Government Obligation or a specific
payment of principal of or interest on any such Government Obligation held by
such custodian for the account of the holder of a depository receipt, PROVIDED
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect to the Government Obligation or
the specific payment of principal of or interest on the Government Obligation
evidenced by such depository receipt.

     "GUARANTEE" has the meaning stated in the second recital of this Indenture
and more particularly means the Guarantee made by each of the Guarantors as set
forth in Article 12 hereof and as endorsed on the Securities as provided herein.

     "GUARANTOR" means (i) each of the undersigned companies listed on Schedule
I attached hereto, each a Subsidiary of the Company, and (ii) each Person who
becomes a Guarantor hereunder upon the execution of an indenture supplemental
hereto, substantially in the form of Schedule III attached hereto, pursuant to
Section 12.03.

     "HOLDER" means a Person in whose name a Security is registered in the
Security Register.

     "INDEBTEDNESS" of any Person means indebtedness for borrowed money and
indebtedness under purchase money liens or other conditional sales or similar
title retention agreements, in each case where such indebtedness has been
created, incurred, or assumed by such person to the extent such indebtedness
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, guarantees by such Person of such indebtedness, and
indebtedness for borrowed money secured by any lien, pledge or other security
interest or encumbrance upon property owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness.

     "INDENTURE" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
each particular series of Securities established as contemplated by Section
3.01.

     "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

                                        5


     "INTEREST," with respect to any Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.06, includes such
Additional Amounts.

     "INTEREST PAYMENT DATE," with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

     "MATURITY," with respect to any Security, means the date on which the
principal of such Security, or an installment of principal, becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption or repurchase or otherwise and
includes any Redemption Date.

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board of Directors, the President or any Vice President, and attested by the
Secretary or any Assistant Secretary of the Company, and delivered to the
Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or of counsel to the Company, or other counsel reasonably
satisfactory to the Trustee.

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration of the
Maturity pursuant to Section 5.02.

     "OUTSTANDING," when used with respect to Securities of any series, means,
as of the date of determination, all Securities of such series theretofore
authenticated and delivered under this Indenture, except:

          (i)   Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii)  Securities for whose payment at the Maturity thereof money in
     the necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (other than the Company) in trust or set aside and segregated
     in trust by the Company (if the Company shall act as its own Paying Agent)
     for the Holders of such Securities; PROVIDED that, if such Securities are
     to be redeemed, notice of such redemption has been duly given pursuant to
     this Indenture or provision therefor satisfactory to the Trustee has been
     made;

          (iii) Securities for whose payment or redemption money or Government
     Obligations as contemplated by Section 13.04 in the necessary amount have
     been theretofore deposited with the Trustee (or

                                        6


     another trustee satisfying the requirements of Section 6.09) in trust for
     the Holders of such Securities in accordance with Section 13.05; and

          (iv)  Securities which have been paid pursuant to Section 3.06 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, unless there shall have been
     presented to the Trustee proof satisfactory to it that such Securities are
     held by a bona fide purchaser in whose hands such Securities are valid
     obligations of the Company;

     PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be equal to the amount of the principal thereof that would be
due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 5.02, (ii) the principal amount of any
Indexed Security that may be counted in making such determination and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
in this Indenture, (iii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i)
above) of such Security, and (iv) Securities owned by the Company or any other
obligor or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities that the
Trustee knows to be so owned shall be so disregarded. Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor or any Affiliate of the Company or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on, or any Additional Amounts
with respect to, any Securities on behalf of the Company.

     "PERSON" means any individual, Corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "PLACE OF PAYMENT," with respect to the Securities of any series, means the
place where the principal of (and premium, if any), interest on, and Additional

                                        7


Amounts with respect to, the Securities of that series are payable as provided
in or pursuant to this Indenture or such Securities.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "REDEMPTION DATE," with respect to any Security or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

     "REDEMPTION PRICE," with respect to any Security or portion thereof to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture or such Security.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified in or pursuant to this
Indenture or such Security as the "REGULAR RECORD DATE."

     "RESPONSIBLE OFFICER" means any officer or authorized agent of the Trustee
in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer or authorized agent to whom such
matter is referred because of knowledge of and familiarity with the particular
subject.

     "SECURITIES" means any unsecured debentures, bonds, notes or other
evidences of indebtedness, as the case may be, of any series authenticated and
delivered from time to time under this Indenture, PROVIDED, HOWEVER, that if at
any time there is more than one Person acting as Trustee under this Indenture,
"SECURITIES" with respect to any such Person shall mean securities authenticated
and delivered under this Indenture, exclusive, however, of Securities of any
series as to which such Person is not Trustee.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on any
Security means a date fixed by the Trustee pursuant to Section 3.07.

     "STATED MATURITY," with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts, means the date
established by or pursuant to this Indenture or such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable.

                                        8


     "SUBSIDIARY" means any Corporation of which at the time of determination
the Company or one or more Subsidiaries owns or controls, directly or
indirectly, more than 50% of the shares of voting stock. For the purposes of
this definition, "VOTING STOCK" means stock which ordinarily has voting power
for the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

     "TRUSTEE" means the Person named as the "TRUSTEE" in the first paragraph of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "TRUSTEE" shall mean or
include each Person who is then a Trustee hereunder. If at any time there is
more than one such Person, "TRUSTEE" shall mean such Person and as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of such series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT."

     SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise
expressly provided in this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company and, if applicable, the Guarantors shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with or
an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished. Any Officers' Certificate will comply with Section
314(e) of the Trust Indenture Act.

     SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Company or a Guarantor may
be based, insofar as it relates to legal matters, upon an Opinion of Counsel,

                                        9


unless such officer knows, or in the exercise of reasonable care should know,
that the opinion with respect to the matters upon which the certificate or
opinion is based are erroneous. Any such Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or a Guarantor stating
that the information with respect to such factual matters is in the possession
of the Company or such Guarantor, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

     SECTION 1.04. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company or the Guarantors. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company and the Guarantors, if made
in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

     (c) The ownership of Securities shall be proved by the Security Register.

     (d) If the Company shall solicit from the Holders of Securities of any
series any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at its option, fix in advance a record date for the
determination of Holders of Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Any such record date shall be fixed at the
Company's discretion. If not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such matters referred to in the

                                       10


foregoing sentence, such record date shall be the date 30 days prior to such
first solicitation of Holders. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent and waiver or other Act may be
sought or given before or after the record date, but only the Holders of
Securities of record at the close of business on such record date shall be
deemed to be Holders of Securities for the purpose of determining whether
Holders of the requisite proportion of Securities of such series Outstanding
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Securities of such series Outstanding shall be computed as of such record date.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company or any Guarantor in reliance thereon,
whether or not notation of such action is made upon such Security.

     SECTION 1.05. NOTICES, ETC. TO TRUSTEE, COMPANY AND GUARANTORS. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

          (i)   the Trustee by any Holder or the Company or a Guarantor shall
     be sufficient for every purpose hereunder if made, given, furnished or
     filed in writing to or with the Trustee at its Corporate Trust Office; or

          (ii)  the Company or a Guarantor by the Trustee or by any Holder
     shall be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if in writing and mailed, first-class postage prepaid,
     to the Company at 942 South Shady Grove Road, Memphis, Tennessee 38120,
     attention Corporate Vice President and Treasurer, or at any other address
     previously furnished in writing to the Trustee by the Company or a
     Guarantor, as applicable.

     SECTION 1.06. NOTICE TO HOLDERS; WAIVER. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the Holder's address as it appears in the Security
Register, not later than the latest date, or not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or
provided.

                                       11


     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.09. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the Company and the Guarantors shall bind their respective
successors and assigns, whether so expressed or not.

     SECTION 1.10. SEPARABILITY CLAUSE. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     SECTION 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 1.12. GOVERNING LAW. This Indenture, the Securities and the
Guarantees shall be governed by and construed in accordance with the laws of the
State of New York.

     SECTION 1.13. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium,
if any) or any Additional Amounts need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and no interest shall accrue with
respect to such payments for the period from and after such Interest Payment

                                       12


Date, Redemption Date or Stated Maturity, as the case may be, to the next
succeeding Business Day.

     SECTION 1.14. LANGUAGE OF NOTICES. Any request, demand, authorization,
direction, notice, consent, election or waiver required or permitted under this
Indenture shall be in the English language, except that, if the Company so
elects, any published notice may be in an official language of the country of
publication.

     SECTION 1.15. COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                                    ARTICLE 2
                                 SECURITY FORMS

     SECTION 2.01. FORMS GENERALLY. The Securities of each series (including the
Trustee's certification of authentication and the notation thereon relating to
the Guarantees) shall be in substantially the form attached hereto as Exhibit A
hereof as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

     If any form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at the same time as or prior to the delivery of the
Company Order contemplated by Section 3.03 for the authentication and delivery
of such Securities.

     The definitive Securities may be produced in any manner determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without coupons
and shall not be issuable upon the exercise of warrants.

                                       13


     SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's Certificate of Authorization shall be in substantially the following
form:

          This is one of the Securities of the series designated therein
     referred to in the within-mentioned Indenture.

                                             _________________, as Trustee

                                             By:

                                             -----------------------------
                                                 Authorized Signatory

     SECTION 2.03. GLOBAL SECURITIES. Unless otherwise provided in or pursuant
to this Indenture or any Securities, the Securities shall be issued in global
form. Any such Security may provide that it or any number of such Securities
shall represent the aggregate amount of all Outstanding Securities of such
series (or such lesser amount as is permitted by the terms thereof) from time to
time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be increased or
reduced to reflect exchanges. Any endorsement of any Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of Outstanding Securities represented thereby shall be made
in such manner and by such Person as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.03 or 3.04 with respect
thereto.

     Subject to the provisions of Section 3.03 and, if applicable, Section 3.04,
the Trustee shall deliver and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

     Notwithstanding the provisions of Section 3.07, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, and any Additional Amounts in respect of, any Security
in global form shall be made to the Person specified therein.

     Notwithstanding the provisions of Section 3.08 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder, the holder of such Global Security in
registered form.

     Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

                                       14


          "This Security is a Global Security within the meaning of the
     Indenture hereinafter referred to and is registered in the name of a
     Depository or a nominee of a Depository. This Security is exchangeable for
     Securities registered in the name of a Person other than the Depository or
     its nominee only in the limited circumstances described in the Indenture,
     and no transfer of this Security (other than a transfer of this Security as
     a whole by the Depository to a nominee of the Depository or by a nominee of
     the Depository to the Depository or another nominee of the Depository) may
     be registered except in such limited circumstances."

                                    ARTICLE 3
                                 THE SECURITIES

     SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and (subject to Section 3.03)
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, substantially in the form of Schedule II attached hereto,
prior to the issuance of Securities of any series (subject to the last paragraph
of this Section 3.01):

          (i)    the title of the Securities and the series in which such
     Securities shall be included (which shall distinguish the Securities of
     the series from all other Securities);

          (ii)   any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for
     any Securities which, pursuant to Section 3.03 are deemed never to have
     been authenticated and delivered hereunder);

          (iii)  the date or dates on which the principal of the Securities of
     the series is payable;

          (iv)   the Person to whom any interest on any Security of the series
     shall be payable if other than the Person in whose name that Security (or
     one or more Predecessor Securities) is registered at the close of business
     on the Regular Record Date for such interest, the rate or rates, which may
     be fixed or variable, at which the Securities of the series shall

                                       15


     bear interest, if any, if the rate is variable, the manner of calculation
     thereof, the date or dates from which such interest shall accrue, the
     Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date for the interest payable on any Interest Payment Date;

          (v)    the place or places where the principal of (and premium, if
     any) and interest, if any, on and any Additional Amounts with respect to
     Securities of the series shall be payable;

          (vi)   the date or dates on which, the period or periods within
     which, the price or prices at which and the terms and conditions upon
     which Securities of the series may be redeemed, in whole or in part, at
     the option of the Company;

          (vii)  the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the date or dates on
     which, the period or periods within which, the price or prices at which and
     the terms and conditions upon which Securities of the series shall be
     redeemed or purchased, in whole or in part, pursuant to such obligation and
     any provisions for the remarketing of such securities so redeemed or
     purchased;

          (viii) if other than denominations of $1,000 and any integral
     multiple thereof, the denominations in which Securities of the series
     shall be issuable;

          (ix)   if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02 or the method by which such portion is to be determined;

          (x)    the application, if any, of either or both of Section 13.02
     and Section 13.03 to the Securities of the series;

          (xi)   if other than Dollars, the Foreign Currency in which payment
     of the principal of, any premium or interest on or any Additional Amounts
     with respect to any of such Securities shall be payable;

          (xii)  if the principal of (and premium, if any) or interest, if any,
     on the Securities of that series are to be payable, at the election of the
     Company or a holder thereof, in a currency (including a composite currency)
     other than that in which the Securities are stated to be payable, the date
     or dates on which, the period or periods within which, and the terms and
     conditions upon which, such election may be made;

          (xiii) if the amount of payments of principal of (and premium, if
     any) or interest, if any, on the Securities of the series may be determined

                                       16


     with reference to an index, formula or other method or methods based on a
     currency (including a composite currency) other than that in which the
     Securities are stated to be payable, the terms and conditions upon which
     and the manner in which such amounts shall be determined and paid or
     payable;

          (xiv)  if the amount of payments of principal of, any premium or
     interest on the Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (xv)   whether any Securities of the series are to be issuable upon
     original issuance in the form of one or more Global Securities and, if so,
     (a) the Depository with respect to such Global Security or Securities and
     (b) the circumstances under which any such Global Security may be exchanged
     for Securities registered in the name of, and any transfer of such Global
     Security may be registered to, a Person other than such Depository or its
     nominee, if other than as set forth in Section 3.05;

          (xvi)  whether and under what circumstances Additional Amounts on
     such Securities or any of them shall be payable;

          (xvii) the notice, if any, to Holders regarding the determination of
     interest on a floating rate Security and the manner of giving such notice,
     and the basis upon which interest shall be calculated if other than that of
     a 360-day year of twelve 30-day months;

          (xviii) if the Securities of the series are to be convertible into or
     exchangeable for Capital Stock, other debt securities (including
     Securities), warrants, other equity securities or any other securities or
     property of the Company or any other Person, at the option of the Company
     or the Holder or on the occurrence of any condition or event, the terms and
     conditions for that conversion or exchange;

          (xix)   any deletions from, modifications of or additions to the
     Events of Default or covenants of the Company with respect to any
     Securities, whether or not such Events of Default or covenants are
     consistent with the Events of Default or covenants set forth herein;

          (xx)    if any of such Securities are to be issuable in global form
     and are to be issuable in definitive form (whether upon original issue or
     upon exchange of a temporary Security) only upon receipt of certain
     certificates or other documents or satisfaction of other conditions, then
     the form and terms of such certificates, documents or conditions;

          (xxi)   if there is more than one Trustee, the identity of the Trustee
     and, if not the Trustee, the identity of each Security Registrar, Paying
     Agent or Authenticating Agent with respect to such Securities; and

                                       17


          (xxii)  any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture) and any deletions from
     or modifications or additions to this Indenture in respect of such series.

     All Securities of any one series shall be substantially identical except as
to denomination, currency, rate of interest, or method of determining the rate
of interest, if any, Maturity, and the date from which interest, if any, shall
accrue and except as may otherwise be provided in or pursuant to such Board
Resolution referred to above and (subject to Section 3.03) set forth in the
Officers' Certificate referred to above or in any indenture supplemental hereto.
If any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of the Board Resolution shall be delivered to the
Trustee at the same time as or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     Notwithstanding any contrary terms of this Section 3.01, the terms of the
Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time
to time upon telephonic or written order of Persons designated in the Officers'
Certificate or supplemental indenture and that such Persons are authorized to
determine, consistent with such Officers' Certificate or any supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such certificate or supplemental indenture. All Securities of any
one series may be reopened for issuances of additional Securities of such series
or to establish additional terms of such series of Securities.

     SECTION 3.02. DENOMINATIONS. Unless otherwise provided in or pursuant to
this Indenture, the principal of, any premium and interest on and any Additional
Amounts with respect to the Securities shall be payable in Dollars. The
Securities of each series shall be issuable only in fully registered form
without coupons in such denominations as shall be specified pursuant to Section
3.01. In the absence of any such provision with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

     SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its President or any
Vice President, under its corporate seal reproduced thereon attested by its
Secretary or any Assistant Secretary. The signature of any of these officers on
the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were the proper officers of the Company when their signatures were affixed to
such Securities shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and

                                       18


delivery of such Securities or did not hold such offices at the date of such
Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with the
Guarantees of the Guarantors endorsed thereon, executed by the Company and the
Guarantors to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities with the Guarantees endorsed
thereon, and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions or
indentures supplemental hereto as permitted by Sections 2.01 and 3.01, in
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, upon request, and (subject to Section 6.01) shall be fully
protected in relying upon:

     (a) an Opinion of Counsel to the effect that:

          (i)     if the form of such Securities has been established by or
     pursuant to a Board Resolution as permitted by Section 2.01, that such
     form has been established in conformity with the provisions of this
     Indenture;

          (ii)    if the terms of such Securities have been established by or
     pursuant to a Board Resolution as permitted by Section 3.01, that such
     terms have been established in conformity with the provisions of this
     Indenture;

          (iii)   this Indenture has been qualified under the Trust Indenture
     Act; and

          (iv)    that such Securities and the Guarantees of the Guarantors
     endorsed thereon, when such Securities have been authenticated and
     delivered by the Trustee and subject to any other conditions specified in
     such Opinion of Counsel, will constitute valid and legally binding
     obligations of the Company and the Guarantors, respectively, enforceable in
     accordance with their terms, subject to bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium and similar laws of general
     applicability relating to or affecting creditors' rights and to general
     equity principles and will entitle the Holders thereof to the benefits of
     this Indenture; and

     (b) an Officers' Certificate stating that, to the best knowledge of the
Person executing such certificate, no event which is, or after notice or lapse
of time would become, an Event of Default with respect to any of the Securities
shall have occurred and be continuing.

                                       19


     Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver an Opinion of Counsel, Officers'
Certificate or Company Order otherwise required at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the time of authentication upon original issuance of the first
Security of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by, or on behalf of, the Trustee or by the Authenticating Agent by
manual signature. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, indemnities or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

     SECTION 3.04. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series and Guarantees, the Company may execute and deliver to
the Trustee, and, upon Company Order, the Trustee shall authenticate and deliver
in the manner provided in Section 3.03, temporary Securities with the Guarantees
endorsed thereon which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities and Guarantees in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers of the Company executing such Securities may determine, as
evidenced by their execution of such Securities. Such temporary Securities may
be in global form.

     If temporary Securities of any series are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of

                                       20


such series upon surrender of the temporary Securities at the office or agency
of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series and of like tenor of authorized denomination containing terms
and provisions that are identical to those of any temporary Securities. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
the same series.

     SECTION 3.05. REGISTRATION, TRANSFER AND EXCHANGE. The Company shall cause
to be kept at the Corporate Trust Office a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the "SECURITY
REGISTER") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose
of registering Securities and transfers of Securities as herein provided.

     The Company shall have the right to remove and replace from time to time
the Security Registrar for any series of Securities; PROVIDED that no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment by the Company. In the event
that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor containing identical terms and provisions.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series containing identical terms and provisions in
any authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities, with
the Guarantees endorsed thereon, which the Holder making the exchange is
entitled to receive.

                                       21


     All Securities and Guarantees endorsed thereon issued upon any registration
of transfer or exchange of Securities with Guarantees of the Guarantors endorsed
thereon shall be the valid obligations of the Company and the respective
Guarantors, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities and Guarantees endorsed thereon surrendered
upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
the Holder's attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     Except as otherwise provided herein, the Company shall not be required (i)
to issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Securities of such series selected for
redemption under Section 11.03 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any Global Security of any series shall be
exchangeable for definitive Securities only if: (a) such Depository is
unwilling, unable or ineligible to continue as Depository with respect to such
Global Security and a successor depository is not appointed by the Company
within 90 days or if at any time the Depository with respect to such Global
Security ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, or (b) the Company executes and delivers to the Trustee
a Company Order providing that such Global Security shall be so exchangeable and
the transfer thereof so registrable.

     If the beneficial owners of interests in a Global Security are entitled to
exchange such interests for definitive Securities as the result of an event
described in the preceding sentence, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities with
the Guarantees endorsed thereon in such form and denominations as are required
by or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
Global Security,

                                       22


executed by the Company. On or after the earliest date on which such interests
may be so exchanged, such Global Security shall be surrendered from time to time
by the Depository and in accordance with instructions given to the Trustee and
the Depository (which instructions shall be in writing but need not be contained
in or accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities with the Guarantees endorsed thereon as
described above without charge.

     The Trustee shall authenticate and make available for delivery, in exchange
for each portion of such surrendered Global Security, a like aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor with the Guarantees endorsed thereon as the portion of such
Global Security to be exchanged, as shall be specified by the beneficial owner
thereof, PROVIDED, HOWEVER, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
of the same series to be redeemed and ending on the relevant Redemption Date.

     Promptly following any such exchange in part, such Global Security shall be
returned by the Trustee to such Depository in accordance with the instructions
of the Company referred to above. If a Security is issued in exchange for any
portion of a Global Security after the close of business at the office or agency
for such Security where such exchange occurs on or after (i) any Regular Record
Date for such Security and before the opening of business at such office or
agency on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such office or agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Security, but shall be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
Global Security shall be payable in accordance with the provisions of this
Indenture.

     SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If (i) any
mutilated Security is surrendered to the Trustee or if there shall be delivered
to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) there shall be delivered to
the Company and the Trustee such indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost
or stolen Security, a new Security of the same series with the Guarantees
endorsed thereon containing identical terms and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                                       23


     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series and Guarantee issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute a
separate obligation of the Company and the respective Guarantors, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series and
Guarantees duly issued hereunder.

     The provisions of this Section, as amended or supplemented pursuant to this
Indenture, are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.

     SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on, and any Additional Amounts with respect to, any
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.

     Any interest on, and any Additional Amounts with respect to, any Security
of any series which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "DEFAULTED INTEREST") shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (i) or (ii)
below:

          (i) The Company may elect to make payment of any Defaulted Interest to
     the Person in whose name the Securities of such series (or their respective
     Predecessor Securities) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     Security of such series and the date of the proposed payment, and at the
     same time the Company shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment. Such

                                       24


     money when deposited will be held in trust for the benefit of the Persons
     entitled to such Defaulted Interest as in this clause provided. Thereupon
     the Trustee shall fix a Special Record Date for the payment of such
     Defaulted Interest which shall be not more than 15 days and not less than
     10 days prior to the date of the proposed payment and not less than 10 days
     after the receipt by the Trustee of the notice of the proposed payment. The
     Trustee shall promptly notify the Company of such Special Record Date and,
     in the name and at the expense of the Company, shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each Holder of
     Securities of such series at the Holder's address as it appears in the
     Security Register, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (ii).

          (ii) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this clause, such manner of payment shall be deemed practicable by the
     Trustee.

     Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Securities may be paid by
mailing a check to the address of the Person entitled thereto as such address
shall appear in the Security Register or by transfer to an account maintained by
the payee with a bank located in the United States.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a Security
for registration of transfer, the Company, the Guarantors, the Trustee and any
agent of the Company, the Guarantors or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 3.05 and 3.07) interest on and any Additional Amounts with respect
to such Security and for all other purposes whatsoever, whether or not any
payment with respect to such Security shall be overdue, and neither the Company,
the

                                       25


Guarantors, the Trustee nor any agent of the Company, the Guarantors or the
Trustee shall be affected by notice to the contrary.

     No Holder of any beneficial interest in any Global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such Global Security, and such Depository may be treated by the Company, the
Guarantors, the Trustee, and any agent of the Company, the Guarantors or the
Trustee as the owner of such Global Security for all purposes whatsoever. None
of the Company, the Guarantors, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     SECTION 3.09. CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer, exchange or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee at its Corporate Trust Office and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever and may deliver to
the Trustee (or to an Authenticating Agent for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

     SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified
pursuant to Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

     SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to rights of
registration of transfer or exchange of Securities), and the Trustee on receipt
of the Company Request, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when:

     (a) either

                                       26


          (i)     all Securities of such series theretofore authenticated and
     delivered (other than (A) Securities of such series which have been
     destroyed, lost or stolen and which have been replaced or paid as provided
     in Section 3.06 and (B) Securities of such series for whose payment money
     has theretofore been deposited in trust or segregated and held in trust by
     the Company and thereafter repaid to the Company or discharged from such
     trust, as provided in Section 10.03) have been delivered to the Trustee for
     cancellation; or

          (ii)    all such Securities not theretofore delivered to the Trustee
     for cancellation:

                (A) have become due and payable, or

                (B) will become due and payable at their Stated Maturity within
          one year, or

                (C) if redeemable at the option of the Company are to be called
          for redemption within one year under arrangements satisfactory to the
          Trustee for the giving of notice of redemption by the Trustee in the
          name, and at the expense, of the Company,

     and the Company, in the case of (A), (B) or (C) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose an amount sufficient to pay and discharge the entire indebtedness
     on such Securities not theretofore delivered to the Trustee for
     cancellation, for principal (and premium, if any) and interest and any
     Additional Amounts to the date of such deposit (in the case of Securities
     which have become due and payable) or to the Stated Maturity or Redemption
     Date, as the case may be;

     (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

     (c) the Company has delivered to the Trustee an Officers' Certificate or an
Opinion of Counsel, stating that all conditions precedent herein relating to the
satisfaction and discharge of this Indenture with respect to such Securities
have been complied with.

     In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities of any series, the obligations of the Company to the
Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the

                                       27


Trustee pursuant to subclause (B) of clause (i) of this Section, the obligations
of the Company and the Guarantors under Sections 3.04, 3.05, 3.06, 10.02 and
11.03, and the obligation to pay Additional Amounts, if any, with respect to
such Securities as contemplated by Section 10.06 (but only to the extent that
any Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section
4.01(a)(ii)), shall survive.

     SECTION 4.02. APPLICATION OF TRUST MONEY. Subject to the provisions of the
penultimate paragraph of Section 10.03, all money and Government Obligations
deposited with the Trustee pursuant to Section 4.01 and Article Thirteen shall
be held in trust and applied by it, in accordance with the provisions of the
Securities of the series for which such deposit was made and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any), interest and
Additional Amounts for whose payment such money and Government Obligations has
been deposited with the Trustee; but such money and Government Obligations need
not be segregated from other funds except to the extent required by law.

                                    ARTICLE 5
                                    REMEDIES

     SECTION 5.01. EVENTS OF DEFAULT. "EVENT OF DEFAULT," wherever used herein
with respect to the Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or
Officers' Certificate establishing the terms of such series pursuant to this
Indenture:

     (a) default in the payment of any interest upon any Security of such series
when it becomes due and payable, and continuance of such default for a period of
30 days;

     (b) default in the payment of the principal of (or premium, if any, on) any
Security of such series at its Maturity;

     (c) default in the performance, or breach, of any covenant, agreement or
warranty of the Company or any Guarantor in this Indenture (other than a
covenant, agreement or warranty a default in whose performance is elsewhere in
this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of a series of Securities other than such
series) and

                                       28


continuance of such default for a period of 60 days after there has been given,
by registered or certified mail, to the Company and such Guarantor by the
Trustee or to the Company, such Guarantor and the Trustee by the Holders of not
less than a majority in principal amount of the Outstanding Securities of such
series a written notice specifying such default and requiring it to be remedied
and stating that such notice is a "NOTICE OF DEFAULT" hereunder;

     (d) default in the deposit of any sinking fund payment when and as due by
the terms of a Security of such series;

     (e) the entry by a court having jurisdiction of a decree or order adjudging
the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under federal bankruptcy law or any other applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part
of its property, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days;

     (f) the commencement by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the commencement of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under federal bankruptcy law or any
other applicable federal or state law, or the consent by it to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of a general assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

     (g) any other Event of Default provided pursuant to Section 3.01 with
respect to Securities of such series.

     SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series may declare the principal amount of all the Securities
of such series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount shall become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before the Stated Maturity thereof,
the Holders of a majority in principal amount of the Outstanding Securities of
such

                                       29


series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if:

          (i)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay:

               (A) all overdue installments of interest on and any Additional
          Amounts with respect to all Securities of such series;

               (B) the principal of (and premium, if any on) any Securities of
          such series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate borne by the
          Securities of such series and any Additional Amounts;

               (C) to the extent that payment of such interest or Additional
          Amounts is lawful, interest upon overdue interest or Additional
          Amounts at the rate borne by the Securities of such series; and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel; and

          (ii) all Events of Default with respect to the Securities of such
     series, other than the non-payment of the principal of Securities of such
     series which have become due solely by such declaration of acceleration,
     have been cured or waived as provided in Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

          (i)  default is made in the payment of any interest on any Securities
     when such interest becomes due and payable and such default continues for
     a period of 30 days, or

          (ii) default is made in the payment of the principal of (or premium,
     if any, on) any Securities at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal (and premium, if any) and interest and, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal (and premium, if any) and on any overdue interest, at the
rate borne by

                                       30


the Securities and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sum so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of the Securities of such series by
such judicial proceedings as the Trustee shall deem appropriate to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

     SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal (and premium, if any) or interest or Additional Amounts) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest and Additional Amounts owing and unpaid in
     respect of the Securities and to file such other papers and documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee

                                       31


shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee or to which it may become entitled under Section 6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.

     SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any), interest or Additional
Amounts, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

     First: To the payment of all amounts due the Trustee under Section 6.07;

     Second: To the payment of the amounts then due and unpaid for principal of
     (and premium, if any), interest and Additional Amounts on the Securities in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal (and premium, if
     any), interest and Additional Amounts, respectively; and

     Third: To the payment of the remainder, if any, to the Company or any other
     Person lawfully entitled thereto.

     SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

                                       32


          (i)   such Holder has previously given written notice to the Trustee
     of a continuing Event of Default with respect to the Securities of such
     series;

          (ii)  the Holders of not less than a majority in principal amount of
     the Outstanding Securities of such series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

          (iii) such Holder or Holders have offered to the Trustee indemnity
     reasonably acceptable to the Trustee against the costs, expenses and
     liabilities to be incurred in compliance with such request;

          (iv)  the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such
     proceedings; and

          (v)   no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the Outstanding Securities of such series.

It being understood and intended that no one or more Holders of Securities shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the right of any
other such Holders of Securities of such series, or to obtain or to seek to
obtain priority or preference over any other such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders of Securities.

     SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any, on) and (subject to
Section 3.07) interest on, and any Additional Amounts with respect to, such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment and such rights shall not be impaired without
the consent of such Holder.

     SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

                                       33


     SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

     SECTION 5.12. CONTROL BY HOLDERS. The Holders of not less than a majority
in principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, PROVIDED that:

          (i)   such direction shall not be in conflict with any rule of law or
     with this Indenture or with such Securities and the Trustee shall have been
     offered reasonably acceptable indemnity as therein provided;

          (ii)  the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction; and

          (iii) subject to Section 6.01, the Trustee need not take any action
     which might be prejudicial to the Holders of such series not consenting.

     SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default:

          (i) in the payment of the principal of (or premium, if any) or
     interest on any Security of such series, or

          (ii) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

                                       34


     Upon any such waiver, such default shall cease to exist with respect to
such series, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

     SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Security by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS. Each of the Company and the
Guarantors covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and each of the Company and the Guarantors (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                    ARTICLE 6
                                   THE TRUSTEE

     SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during the
continuance of an Event of Default,

          (i)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of

                                       35


     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct; except that:

          (i)   this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

          (ii)  the Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities of any series relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Indenture with respect to the Securities of such series; and

          (iv)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 6.02. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; PROVIDED,

                                       36


HOWEVER, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Security, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
PROVIDED, FURTHER, that in the case of any default of the character specified in
Section 5.01(c) with respect to the Securities of such series no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For
the purpose of this Section, the term "DEFAULT" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

     SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 6.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

     (d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee indemnity reasonably acceptable to the Trustee against the costs,
expenses and liabilities which might be incurred by it;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its

                                       37


discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

     SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities or the Guarantees, except
that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility and
Qualification on Form T 1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. The Trustee or any Authenticating Agent
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.

     SECTION 6.05. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Section 6.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

     SECTION 6.06. MONEY HELD IN TRUST. Except as otherwise expressly provided
herein, money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

     SECTION 6.07. COMPENSATION AND REIMBURSEMENT. The Company agrees:

          (i)   to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder;

          (ii)  except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

                                       38


          (iii) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense, including reasonable expenses of counsel,
     incurred without negligence or bad faith on its part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder, except to the extent that any such loss,
     liability or expense was due to the Trustee's negligence or bad faith.

     SECTION 6.08. INTENTIONALLY LEFT BLANK.

     SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. (a) There shall at
all times be a Trustee hereunder which shall:

          (i)   be a Corporation organized and doing business under the laws of
     the United States of America, any state thereof or the District of Columbia
     authorized under such laws to exercise corporate trust powers;

          (ii)  be eligible under Section 310(a) of the Trust Indenture Act to
     act as trustee under an indenture qualified under the Trust Indenture Act;
     and

          (iii) have a combined capital and surplus of at least $100,000,000 and
     subject to supervision or examination by federal or state authority.

     If such Corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

     (b) The following Indenture shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: [ ]

     SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall

                                       39


not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by the Company or by Act of the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee, and to the Company in the case of an Act of the
Holders.

     (d)  If at any time:

          (i)   the Trustee shall fail to comply with the obligations imposed
     upon it under Section 310(b) of the Trust Indenture Act with respect to
     the Securities after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months;

          (ii)  the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder; or

          (iii) the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee with respect to
all Securities or the Securities of such series, or (ii) subject to Section
5.14, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of such Holder and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities of such series and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series).

     If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of 75% in principal
amount of the Outstanding Securities of such series delivered to the Company and
the

                                       40


retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities of
such series and supersede the successor Trustee appointed by the Company.

     If no successor Trustee with respect to the Securities of any series shall
have been so appointed by the Company or the Holders and accepted appointment in
the manner required by Section 6.11, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which,

          (i)   shall contain such provisions as shall be necessary or
     desirable to transfer and confirm to, and to vest in, each successor
     Trustee all the rights, powers, trusts and duties of the retiring Trustee
     with respect to the Securities of that or those series to which the
     appointment of such successor Trustee relates,

                                       41


          (ii)  if the retiring Trustee is not retiring with respect to all
     Securities, shall contain such provisions as shall be deemed necessary or
     desirable to confirm that all the rights, powers, trusts and duties of the
     retiring Trustee with respect to the Securities of that or those series as
     to which the retiring Trustee is not retiring shall continue to be vested
     in the retiring Trustee, and

          (iii) shall add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee.

It being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

     Upon the execution and delivery of such supplemental indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

     (d) No successor Trustee shall accept its appointment unless at the time of
such a acceptance such successor Trustee shall be qualified and eligible under
this Article.

     SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any Corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and

                                       42


deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     SECTION 6.13. PREFERENTIAL CLAIMS. Reference is made to Section 311 of the
Trust Indenture Act. For purposes of Section 311(b)(4) and (6) of such Act:

          (i)  "CASH TRANSACTION" means any transaction in which full payment
     for goods or securities sold is made within seven days after delivery of
     the goods or securities in currency or in checks or other orders drawn
     upon banks or bankers and payable upon demand; and

          (ii) "SELF-LIQUIDATING PAPER" means any draft, bill of exchange,
     acceptance or obligation which is made, drawn, negotiated or incurred by
     the Company for the purpose of financing the purchase, processing,
     manufacturing, shipment, storage or sale of goods, wares or merchandise and
     which is secured by documents evidencing title to, possession of, or a lien
     upon, the goods, wares or merchandise or the receivables or proceeds
     arising from the sale of the goods, wares or merchandise previously
     constituting the security, provided the security is received by the Trustee
     simultaneously with the creation of the creditor relationship with the
     Company arising from the making, drawing, negotiating or incurring of the
     draft, bill of exchange, acceptance or obligation.

     SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issuance, exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in the Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.

     Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a Corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition

                                       43


so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

     Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, PROVIDED that such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving 30 days' written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.07.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

     This is one of the Securities of the series designated therein referred to
     in the within-mentioned Indenture.

                        , as Trustee

     By:
        ------------------------
        As Authenticating Agent

                                       44


     By:
        ------------------------
           Authorized Signatory

                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee with respect to
the Securities of each series:

          (i)  semi-annually, not later than each Interest Payment Date for
     such series (or, in the case of any series not having semi-annual Interest
     Payment Dates, semi-annually, not later than the dates determined pursuant
     to Section 3.01 for such series) a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders as of the
     preceding Regular Record Date (or as of such other date determined pursuant
     to Section 3.01 for such series) therefor, and

          (ii) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

     SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders of the Securities of each series contained in
the most recent list furnished to the Trustee as provided in Section 7.01 and
the names and addresses of such Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list of the Holders of
Securities of any series furnished to it as provided in Section 7.01 upon
receipt of a new list of such Holders.

     (b) If three or more Holders of Securities of any series (herein referred
to as "APPLICANTS") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of Securities of such series with respect to their rights under this
Indenture or under the Securities of such series and is accompanied by a copy of
the form of proxy or other communication which such applicants propose to
transmit, then the Trustee

                                       45


shall, within five Business Days after the receipt of such application, at its
election, either:

          (i)  afford such applicants access to the information preserved at
     the time by the Trustee in accordance with Section 7.02(a) with respect to
     the Securities of such series, or

          (ii) inform such applicants as to the approximate number of Holders
     of Securities of such series whose names and addresses appear in the
     information preserved at the time by the Trustee in accordance with Section
     7.02(a), and as to the approximate cost of mailing to such Holders the form
     of proxy or other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities of such series whose name and address appear
in the information preserved at the time by the Trustee in accordance with
Section 7.02(a) a copy of the form or proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interest of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     SECTION 7.03. REPORTS BY TRUSTEE. (a) Within 60 days after May 1 of each
year commencing with the year _____, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, a brief

                                       46


report dated as of such May 1, if any, as may be required by Section 313(a) of
the Trust Indenture Act.

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

     SECTION 7.04. REPORTS BY COMPANY.

     (a) The Company shall file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports which the Company
may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if the Company is not required
to file information, documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

     (b) The Company shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and

     (c) The Company shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (a) and (b)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission.

                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. The Company
shall not in a single transaction or a series of related transactions,
consolidate with or merge into any other Person or permit any other Person to
consolidate with or merge into the Company unless:

     (a) in case the Company shall consolidate with or merge into another
Corporation or convey, transfer or lease its properties and assets as, or
substantially as, an entirety to any Person, the Corporation formed by such

                                       47


consolidation or into which the Company is merged or the Person which acquires
by conveyance, transfer, or lease the properties and assets of the Company, as,
or substantially as, an entirety shall be a Corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any),
interest on and any Additional Amounts with respect to all the Securities and
the performance of every covenant of this Indenture on the part of the Company
to be performed or observed;

     (b) immediately after giving effect to such transaction, no Event of
Default, or event which after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing; and

     (c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

     SECTION 8.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation by
the Company with or merger by the Company into any other Corporation or any
conveyance, transfer or lease of the properties and assets of the Company as, or
substantially as, an entirety to any Person in accordance with Section 8.01, the
successor Corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Corporation has
been named as the Company herein, and thereafter, except in the case of a lease
to another Person, the predecessor Corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company, the Guarantors and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

     (a)  to evidence the succession of another Person to the Company or any
Guarantor and the assumption by any such successor of the covenants of the

                                       48


Company or such Guarantor herein and in the Securities or such Guarantee, as the
case may be;

     (b)  to add to the covenants of the Company or any Guarantor for the
benefit of the Holders of all or any series of Securities (and, if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein conferred
upon the Company or any Guarantor;

     (c)  to add any additional Events of Default with respect to Securities of
any or all series;

     (d)  to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;

     (e)  to secure the Securities of any or all series;

     (f)  to add new Guarantors pursuant to Section 12.03;

     (g)  to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect;

     (h)  to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons;

     (i)  to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01;

     (j)  to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11(b);

     (k)  to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth;

     (l)  to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article Thirteen, PROVIDED
that no such supplement

                                       49


shall materially adversely affect the interest of the Holders of any
Securities then Outstanding; or

     (m)  to amend or supplement any provision contained herein or in any
supplemental indenture, PROVIDED that no such amendment or supplement shall
materially adversely affect the interest of the Holders of any Securities then
Outstanding.

     SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company, the Guarantors and the Trustee,
the Company, the Guarantors and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

     (a) change the Stated Maturity of the principal of, or any installment of
interest on, any such Security, or reduce the principal amount thereof or any
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the currency
in which, any such Security or any premium or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date);

     (b) reduce the percentage in principal amount of the Outstanding Securities
of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of those Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture; or

     (c) modify any of the provisions of this Section or Section 5.13, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or the provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities or any other series.

                                       50


     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10
                                    COVENANTS

     SECTION 10.01. PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND ADDITIONAL
AMOUNTS. The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts with respect to the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

     SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
in each Place of Payment for any series of Securities an office or agency

                                       51


where Securities of such series may be presented or surrendered for registration
or transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

     SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of such series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any Securities of such series, deposit with a
Paying Agent a sum sufficient to pay the principal (or premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which

                                       52


such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:

          (i)   hold all sums held by it for the payment of the principal of
     (and premium, if any) or interest on Securities of such series in trust
     for the benefit of the Persons entitled thereto until such sums shall be
     paid to such Persons or otherwise disposed of as herein provided;

          (ii)  give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of such series) in the making of any
     payment of principal of (and premium, if any) or interest on the Securities
     of such series; and

          (iii) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or received by
the Trustee (or another trustee satisfying the requirements of Section 6.09) in
respect of Government Obligations deposited with the Trustee (or such other
trustee) pursuant to Section 13.04, or then held by the Company, in trust for
the payment of the principal of (and premium, if any) or interest on any
Security of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust. The Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

     The Trustee or such Paying Agent, before being required to make any such
repayment, may publish, in the English language, in a newspaper customarily
published on each Business Day and of general circulation in the City of New
York, New York, or to be mailed to such Holder, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the earlier of the date of such publication or such
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

                                       53


     SECTION 10.04. CORPORATE EXISTENCE. Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and
franchises; PROVIDED, HOWEVER, that the foregoing shall not obligate the Company
to preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to any
Holder.

     SECTION 10.05. STATEMENT AS TO DEFAULT. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, an Officers'
Certificate, stating as to the signer thereof that he or she is familiar with
the affairs of the Company and whether or not to such officer's knowledge the
Company is in compliance (without regard to any period of grace or requirement
of notice) with all conditions and covenants of this Indenture. The officer
executing such certificate shall be the Company's principal executive, finance
or accounting officer and such certificate need not comply with Section 1.02 of
this Indenture.

     SECTION 10.06. ADDITIONAL AMOUNTS. If any Securities of a series provide
for the payment of Additional Amounts, the Company agrees to pay to the Holder
of any such Security Additional Amounts as provided in or pursuant to this
Indenture or such Securities. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the Paying Agent, if other than the Trustee, an
Officers' Certificate instructing the Trustee and such Paying Agent whether such
payment of principal of and premium, if any, or interest on the Securities of
such series shall be made to Holders of Securities of such series who are United
States aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities, and

                                       54


the Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified pursuant to Section 3.01 for
Securities of any series) in accordance with this Article Eleven.

     SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. In case of any
redemption of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less
than all the Securities of any series are to be redeemed (unless all of the
Securities of a specified tenor are to be redeemed), the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series subject to
such redemption and not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series and tenor or any integral multiple thereof) of the
principal amount of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series. If less than all
of the Securities of such series and of a specified tenor are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

                                       55


     SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed.
Failure to give notice by mailing in the manner herein provided to the Holder of
any Securities designated for redemption as a whole or in part, or any defect in
the notice to any such Holder, shall not affect the validity of the proceedings
for the redemption of any other Securities or portion thereof.

     All notices of redemption shall state:

          (i)    the Redemption Date;

          (ii)   the Redemption Price;

          (iii)  if less than all the Outstanding Securities of any series and
     tenor are to be redeemed, the identification (and, in the case of partial
     redemption, the principal amounts) of the particular Securities to be
     redeemed;

          (iv)   that on the Redemption Date the Redemption Price will become
     due and payable upon each such Security to be redeemed and that interest
     thereon will cease to accrue on and after said date;

          (v)    the place or places where such Securities are to be surrendered
     for payment of the Redemption Price;

          (vi)   that the redemption is for a sinking fund, if such is the case;

          (vii)  in case any Security is to be redeemed in part only, that on
     and after the Redemption Date, upon surrender of such Security, the Holder
     of such Security will receive, without charge, a new Security or Securities
     of authorized denominations for the principal amount thereof remaining
     unredeemed; and

          (viii) the CUSIP Number or the Euroclear or the Clearstream reference
     numbers of such Securities, if any (or any other numbers used by a
     Depository to identify such Securities).

     Notice of redemption of Securities to be redeemed shall be given by the
Company or, on Company Request, by the Trustee at the expense of the Company.

     SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. On or before any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest

                                       56


Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

     SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular or Special Record Dates according to their terms and the
provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Security.

     SECTION 11.07. SECURITIES REDEEMED IN PART. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or the Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

     If a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depository, without service
charge, a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered.

                                   ARTICLE 12
                             GUARANTEE OF SECURITIES

     SECTION 12.01. UNCONDITIONAL GUARANTEE. Each of the Guarantors hereby fully
and unconditionally, jointly and severally, guarantees to each Holder of a
Security authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Securities or the obligations of the Company to the Holders or
the

                                       57


Trustee hereunder or thereunder, that: (a) the principal of, premium, if any,
and interest on the Securities will be duly and punctually paid in full when
due, whether at maturity, upon redemption, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Securities and all other obligations of the Company or the
Guarantors to the Holders or the Trustee hereunder or thereunder (including
fees, expenses or other) and all other obligations under the Indenture or the
Securities will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations under the
Indenture or the Securities or any change in the time, manner or place of
payment of, or in any other term in respect thereof, or waiver of or consent to
any departure from any other agreement relating to any obligations under the
Indenture or the Securities, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed, or failing performance of any other obligation of the
Company to the Holders, for whatever reason, the Guarantors shall be obligated
to pay, or to perform or cause the performance of, the same immediately. An
Event of Default under this Indenture or the Securities shall constitute an
event of default under this Guarantee and shall entitle the Holders of
Securities to accelerate the obligations of the Guarantors hereunder in the same
manner and to the same extent as the obligations of the Company.

     The Guarantors hereby agree that their obligations hereunder shall be
absolute and unconditional, not subject to any reduction, limitation,
impairment, termination, defense, offset, counterclaim or recoupment whatsoever
(all of which are expressly hereby waived by the Guarantors) whether by reason
of any claim of any character whatsoever, including, without limitation, any
claim of waiver, release, surrender, alteration or compromise, or by reason of
any liability at any time to any Guarantor or otherwise, whether based upon any
obligations or any other agreement or otherwise, and howsoever arising, whether
out of action or inaction or otherwise and whether resulting from default,
willful misconduct, negligence or otherwise, and without limiting the foregoing,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same, any release or amendment or waiver of or consent to any departure from
or failure to enforce any other guarantee, for all or any of the Securities or
other obligations under this Indenture, whether or not a Guarantee is affixed to
any particular Security, any insolvency, bankruptcy, reorganization or
dissolution, or any other proceeding of the Company, or any Guarantor,
including, without limitation, rejection of any Guarantee in such bankruptcy, or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

     Each Guarantor hereby waives the benefit of diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or

                                       58


bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and this Guarantee. This
Guarantee is a guarantee of payment and not of collection. If any Holder or the
Trustee is required by any court or otherwise to return to the Company or to the
Guarantors, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, this Guarantee to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between it, on the one hand, and the
Holders of Securities and the Trustee, on the other hand (a) subject to this
Article Twelve, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (b) in
the event of any acceleration of such obligations as provided in Article Five
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of this Guarantee.

     SECTION 12.02. EXECUTION AND DELIVERY OF GUARANTEE. To further evidence the
Guarantee set forth in Section 12.01, each Guarantor hereby agrees that a
notation of such Guarantee shall be endorsed on each Security authenticated and
delivered by the Trustee and executed by either manual or facsimile signature of
an officer of such Guarantor.

     Each Guarantor hereby agrees that its Guarantee set forth in Section 12.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation of such Guarantee.

     If an officer of a Guarantor whose signature is on this Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, such Guarantor's Guarantee of such Security
shall be valid nevertheless.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.

     SECTION 12.03. ADDITIONAL GUARANTORS. The Company and the Guarantors
covenant and agree that they shall cause each Person that is or becomes a
Guarantor hereunder to execute and deliver to the Trustee an indenture
supplemental hereto, substantially in the form of Schedule III attached hereto,
evidencing the same.

     SECTION 12.04. RELEASE OF A GUARANTOR. Upon the sale, exchange, transfer or
other disposition (by merger or otherwise), other than a lease, of a Guarantor,
or of all of the Capital Stock of a Guarantor, or all, or substantially all,

                                       59


the assets of a Guarantor, to any Person that is not an Affiliate of the
Company, such Guarantor shall be deemed to be automatically and unconditionally
released and discharged from all its obligations under its Guarantee and under
this Article Twelve without any further action required on the part of the
Trustee or any Holder. The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request of the Company accompanied by
an Officers' Certificate certifying as to the compliance with this Section
12.04.

     SECTION 12.05. WAIVER OF SUBROGATION. Until this Indenture is discharged
and all of the Securities are discharged and paid in full, each Guarantor hereby
irrevocably waives and agrees not to exercise any claim or other rights which it
may now or hereafter acquire against the Company that arise from the existence,
payment, performance or enforcement of the Company's obligations under the
Securities or this Indenture and such Guarantor's obligations under this
Guarantee and this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and any amounts owing to the Trustee or the
Holders of Securities under the Securities, this Indenture, or any other
document or instrument delivered under or in connection with such agreements or
instruments, shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in the
trust for the benefit of, the Holders of the Securities, and shall forthwith be
paid to the Trustee for the benefit of such Holders to be credited and applied
to the Securities, whether matured or unmatured, in accordance with the terms of
this Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that the waiver set forth in this Section 12.05 is knowingly made in
contemplation of such benefits.

     SECTION 12.06. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT REGARDING DISSOLUTION, ETC. OF GUARANTORS. Upon any payment or
distribution of assets of any Guarantor referred to in this Article Twelve, the
Trustee, subject to the provisions of Section 6.01, and the Holders, shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding-up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders,
for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Twelve.

                                       60


     SECTION 12.07. LIMITATION OF GUARANTOR'S LIABILITY. Notwithstanding any
other provision hereof, each Guarantor, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the
Guarantee by such Guarantor pursuant to its Guarantee does not constitute a
fraudulent transfer or conveyance for purposes of Title 11 of the United States
Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, state or foreign law. To effectuate the
foregoing intention, each Holder and each Guarantor hereby irrevocably agree
that the obligations of such Guarantor under this Guarantee shall be limited to
the maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor, will result in the obligations of the Guarantor
under its Guarantee not constituting such fraudulent transfer or conveyance.

     SECTION 12.08. OBLIGATIONS REINSTATED. The obligations of each Guarantor
hereunder shall continue to be effective or shall be reinstated, as the case may
be, if at any time any payment which would otherwise have reduced the
obligations of such Guarantor hereunder (whether such payment shall have been
made by or on behalf of the Company) is rescinded or reclaimed from any of the
Holders upon the insolvency, bankruptcy, liquidation or reorganization of the
Company or such Guarantor or otherwise, all as though such payment had not been
made. If demand for, or acceleration of the time for, payment by the Company is
stayed upon the insolvency, bankruptcy, liquidation or reorganization of the
Company, all such Indebtedness otherwise subject to demand for payment or
acceleration shall nonetheless be payable by each Guarantor as provided herein.

     SECTION 12.09. NO OBLIGATION TO TAKE ACTION AGAINST THE COMPANY. Neither
the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies or to take any other steps under any security for the
obligations under this Indenture or against the Company or any other Person or
any property of the Company or any other Person before the Trustee is entitled
to demand payment and performance by any Guarantor of its liabilities and
obligations under its Guarantee or under this Indenture.

                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 13.01. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If pursuant to Section 3.01 provision is made
for either or both of (a) defeasance of the Securities of a series under Section
13.02 or (b) covenant defeasance of the Securities of a series under Section
13.03 to apply to Securities of any series, then the provisions of such Section
or Sections, as the case may be, together with the other provisions of this
Article Thirteen, shall be applicable to the Securities of such series, and the
Company may at its option, at any time, with respect to the Securities of such
series, elect to have either Section 13.02 (if applicable) or Section 13.03 (if

                                       61


applicable) be applied to the Outstanding Securities of such series upon
compliance with the conditions set forth below in this Article Thirteen.

     SECTION 13.02. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the
above option applicable to this Section, the Company and the Guarantors shall be
deemed to have been discharged from their obligations with respect to the
Outstanding Securities of such series on the date the conditions set forth below
are satisfied (hereinafter, "DEFEASANCE").

     For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder:

     (a) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 13.04 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest, if any, on and Additional Amounts, if any, with respect
to, such Securities when such payments are due;

     (b) the Company's obligations with respect to such Securities under
Sections 3.04, 3.05, 3.06, 6.07, 10.02, 10.03 and 10.06 (but only to the extent
that any Additional Amounts payable exceed the amount deposited in respect of
such Additional Amounts pursuant to Section 13.04(a) below);

     (c) the rights, powers, trusts, duties and immunities and other provisions
in respect of the Trustee hereunder; and

     (d) this Article Thirteen.

     Subject to compliance with this Article Thirteen, the Company may exercise
its option under this Section 13.02 notwithstanding the prior exercise of its
option under Section 13.03 with respect to the Securities of such series.

     SECTION 13.03. COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section, the Company shall be released from its
obligations under Sections 8.01, 10.05, 12.05, 5.01(c) (as to Sections 8.01 and
10.05), 5.01(e), 5.01(f) and 5.01(g) (if Section 5.01(g) is specified as
applicable to the Securities of such series) with respect to the Outstanding
Securities of such series on and after the date the conditions set forth below
are satisfied (hereinafter, "COVENANT DEFEASANCE").

     For this purpose, such covenant defeasance means that, with respect to the
Outstanding Securities of such series, the Company and the Guarantors may omit
to comply with and shall have no liability in respect of any term, condition or

                                       62


limitation set forth in any such Section, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby. Following a covenant defeasance, payment of the Securities
of such series may not be accelerated because of an Event of Default specified
above in this Section 13.03.

     SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of either Section 13.02 or
Section 13.03 to the Outstanding Securities of such series.

     (a) The Company shall have irrevocably deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
Thirteen applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (A) an amount in
Dollars or in such Foreign Currency in which such Securities are then
specified as payable at Stated Maturity, or (B) Government Obligations which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, within two weeks of the due date of
any payment, money in an amount, or (C) a combination thereof, sufficient,
without reinvestment, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on and any
Additional Amounts with respect to the Outstanding Securities of such series
on the Stated Maturity of such principal or installments of principal or
interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to the Outstanding Securities of such series on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities. Before such a deposit, the Company may make
arrangements satisfactory to the Trustee for the redemption of any series of
Securities at a future date in accordance with any redemption provisions
contained in the supplemental indenture relating to such series, which shall
be given effect in applying the foregoing.

     (b) No Event of Default or event with which notice of lapse of time or
both would become an Event of Default with respect to the Securities of such
series shall have occurred and be continuing on the date of such deposit and,
with respect to defeasance only, at any time during the period ending on the
123rd day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).

                                       63


     (c) Such defeasance or covenant defeasance shall not cause the Trustee
for the Securities of such series to have a conflicting interest for purposes
of the Trust Indenture Act with respect to any securities of the Company.

     (d) Such defeasance or covenant defeasance shall not result in a breach
or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is
bound.

     (e) Such defeasance or covenant defeasance shall not cause any
Securities of such series then listed on any registered national securities
exchange under the Securities Exchange Act of 1934, as amended, to be deleted.

     (f) In the case of an election under Section 13.02, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of this Indenture there has
been a change in the applicable federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that, the Holders
of the Outstanding Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred.

     (g) In the case of an election under Section 13.03, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.

     (h) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

     (i) The Company shall have delivered to the Trustee an Officers'
Certificate or an Opinion of Counsel, stating that all conditions precedent
provided for in the Indenture relating to either the defeasance under Section
13.02 or the covenant defeasance under Section 13.03 (as the case may be)
have been complied with.

     SECTION 13.05. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last two
paragraphs of Section 10.03, all money and Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying
trustee--collectively, for purposes of this Section, the "TRUSTEE") pursuant to
Section 13.04 in respect of the Outstanding Securities of such series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such

                                       64


Securities and this Indenture, to the payment, either directly or through any
Paying Agent (but not including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal (and premium, if any) and
interest and Additional Amounts, if any, but such money need not be segregated
from other funds except to the extent required by law.

     Unless otherwise specified in or pursuant to this Indenture or any
Security, if after a deposit referred in Section 13.02 has been made, (a) a
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 3.01 or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to
Section 13.02 has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 13.02 has been made, the indebtedness represented by such Security shall
be deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on and
Additional Amounts, if any, with respect to, such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
13.04 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

                                       65


                                   ARTICLE 14
                                  SINKING FUNDS

     SECTION 14.01. APPLICABILITY OF ARTICLE. The provisions of this Article
Fourteen shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise permitted or required in or pursuant
to this Indenture or any Security of such series issued pursuant to this
Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 14.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

     SECTION 14.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company may (a) deliver Outstanding Securities of a series (other than any of
such Securities previously called for redemption) and (b) apply as a credit
Securities of such series which have been redeemed either at the election of the
Company pursuant to the terms of such series of Securities, or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment required to be made pursuant to the terms of such Securities, as
provided by the terms of such Securities, PROVIDED that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
required sinking fund payment shall be reduced accordingly.

     SECTION 14.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 75
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for such series
pursuant to the terms of such series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 14.02, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice

                                       66


having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 15
                        SECURITIES IN FOREIGN CURRENCIES

     SECTION 15.01. APPLICABILITY OF ARTICLE. Whenever this Indenture provides
for (i) any action by, or the determination of any of the rights of, Holders of
Securities of any series in which not all of such Securities are denominated in
the same Currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in this Indenture or the Securities,
any amount in respect of any Security denominated in a Currency other than
Dollars shall be treated for any such action or distribution as that amount of
Dollars that could be obtained for such amount on such reasonable basis of
exchange and as of the record date with respect to Securities of such series (if
any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the
date of such action, determination of rights or distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

                                       67


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.

                                             FEDEX CORPORATION, as Issuer
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS CORPORATION,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX GROUND PACKAGE SYSTEM,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX CUSTOM CRITICAL, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             VIKING FREIGHT, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                       68


                                             FEDERAL EXPRESS CANADA LTD., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS JAPAN K.K., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX TRADE NETWORKS, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             TOWER GROUP INTERNATIONAL,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             TOWER GROUP INTERNATIONAL
                                             CANADA INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                       69


                                             CARIBBEAN TRANSPORTATION
                                             SERVICES, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             WORLD TARIFF, LIMITED, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX GROUND PACKAGE SYSTEM,
                                             LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX CORPORATE SERVICES, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX SUPPLY CHAIN SERVICES,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                       70


                                             FEDEX FREIGHT CORPORATION, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX FREIGHT SYSTEM, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             AMERICAN FREIGHTWAYS, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS AVIATION
                                             SERVICES, INCORPORATED, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS (AUSTRALIA)
                                             PTY LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                       71


                                             FEDERAL EXPRESS INTERNATIONAL
                                             (FRANCE) SNC, as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS (SINGAPORE)
                                             PTE. LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS EUROPE, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS EUROPE, INC. &
                                             CO., V.O.F./S.N.C., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS HOLDINGS
                                             (MEXICO) Y COMPANIA S.N.C. DE
                                             C.V., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                       72


                                             FEDERAL EXPRESS HOLDINGS S.A.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS
                                             INTERNATIONAL, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS PACIFIC, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS VIRGIN
                                             ISLANDS, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             _____________________, as Trustee
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                       73


                                                                      SCHEDULE I

                              SUBSIDIARY GUARANTORS

American Freightways, Inc.
Caribbean Transportation Services, Inc.
Federal Express Corporation
Federal Express (Australia) Pty Ltd.
Federal Express Aviation Services, Incorporated
Federal Express Canada Ltd.
Federal Express Europe, Inc.
Federal Express Europe, Inc. & Co., V.O.F./S.N.C.
Federal Express Holdings S.A.
Federal Express Holdings (Mexico) y Compania S.N.C. de C.V.
Federal Express International (France) SNC
Federal Express International, Inc.
Federal Express Japan K.K.
Federal Express Pacific, Inc.
Federal Express (Singapore) Pte. Ltd.
Federal Express Virgin Islands, Inc.
FedEx Corporate Services, Inc.
FedEx Custom Critical, Inc.
FedEx Freight Corporation
FedEx Freight System, Inc.
FedEx Ground Package System, Inc.
FedEx Ground Package System, Ltd.
FedEx Supply Chain Services, Inc.
FedEx Trade Networks, Inc.
Tower Group International, Inc.
Tower Group International Canada Inc.
Viking Freight, Inc.
World Tariff, Limited

                                       I-1


                                                                     SCHEDULE II

                          FEDEX CORPORATION, as Issuer,
                           THE GUARANTORS NAMED HEREIN
                                       AND

                          ---------------------------,
                                   as Trustee

                             Supplemental Indenture
                                     No. __

                         Dated as of _____________, ____

                    ___% Notes due __________________, ______

     SUPPLEMENTAL INDENTURE NO. ___, dated as of __________, _____ among FedEx
Corporation, a Delaware corporation (the "COMPANY"), the Guarantors referred to
in the Indenture defined below and _____________________, as Trustee (the
"TRUSTEE").

                                    RECITALS

     WHEREAS, the Company, the Guarantors and the Trustee have executed and
delivered an Indenture dated as of _______________, as amended or supplemented
(the "INDENTURE"), to provide for the issuance from time to time of the
Company's Securities;

     WHEREAS, Sections 2.01 and 3.01 of the Indenture provide that the form and
terms of Securities of any series may be established pursuant to an indenture
supplemental to the Indenture; and

     WHEREAS, all things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and under the Indenture, duly
issued by the Company and all acts and proceedings required by law, the
Indenture and the organizational documents of the Company and the Guarantors
necessary to constitute this Supplemental Indenture No. __ a valid and binding
agreement for the uses and purposes set forth herein have been done and
performed, and the execution and delivery of this Supplemental Indenture No. __
have in all respects been duly authorized.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the holders hereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the holders of the Securities of the series hereby
established, as follows:

                                      II-1


                                    ARTICLE 1
     RELATION TO THE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

     SECTION 1.01. RELATION TO THE INDENTURE. This Supplemental Indenture
No. ___ constitutes an integral part of the Indenture.

     SECTION 1.02. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. For
all purposes of this Supplemental Indenture No. ___ unless otherwise specified
herein:

     (a) all terms defined in this Indenture which are used and not otherwise
defined herein shall have the meanings they are given in the Indenture; and

     (b) the provisions of general application stated in Section 1.01 of the
Indenture shall apply to this Supplemental Indenture No. __, except that the
words "HEREIN," "HEREOF," "HERETO" and "HEREUNDER" and other words of similar
import refer to this Supplemental Indenture as a whole and not to the Indenture
or any particular Article, Section or other subdivision of the Indenture or this
Supplemental Indenture No. ___.

                                    ARTICLE 2
                               THE SERIES OF NOTES

     SECTION 2.01. TITLE. There shall be a series of Securities designated the
"___% Notes due __________, ____" (the "NOTES").

     SECTION 2.02. PRINCIPAL AMOUNT. The aggregate principal amount of the Notes
which may be authenticated and delivered under this Supplemental Indenture shall
not exceed $__________ (except for Notes which may be authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 of the
Indenture).

     SECTION 2.03. MATURITY. The date on which the principal of the Notes shall
be payable shall be __________.

     SECTION 2.04. INTEREST. [The Notes shall bear interest at the rate of [ ]%
per annum. Interest shall accrue from __________, _____ or from the most recent
Interest Payment Date to which interest has been paid or provided for. Accrued
interest shall be payable on _________, _____ and on each _____ and _____
thereafter, to the persons in whose names the Notes are registered at the close
of business on the preceding _____ or _____, as the case may be.]

                                      II-2


     [Insert other interest provisions if necessary]

     SECTION 2.05. PLACE OF PAYMENT. [The Place of Payment for the Notes shall
be the Corporate Trust Office of the Trustee or such other office of the Paying
Agent as the Paying Agent may reasonably request by notice to the Company and
the Trustee (if the Paying Agent is not the Trustee).]

     SECTION 2.06. REDEMPTION. [Insert redemption terms] The provisions of
Article Thirteen of the Indenture [shall/shall not] apply to the Notes.

     SECTION 2.07. INTENTIONALLY LEFT BLANK.

     SECTION 2.08. FORM OF NOTES. The Notes shall be in the form of Exhibit A
attached hereto.

     SECTION 2.09. CURRENCY. [Insert currency terms.]

     SECTION 2.10. SINKING FUND. [Insert sinking fund terms.]

     SECTION 2.11. ADDITIONAL AMOUNTS. The provisions of Section 10.06 of the
Indenture [shall/shall not] apply to the Notes.

     SECTION 2.12. CONVERSION OR EXCHANGE. [Insert conversion or exchange
terms.]

                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

     SECTION 3.01. SUPPLEMENTAL INDENTURE. The Indenture, as supplemented and
amended by this Supplemental Indenture No. __, is in all respects hereby
adopted, ratified and confirmed.

     SECTION 3.02. EFFECTIVENESS. This Supplemental Indenture No. __ shall take
effect as of the date hereof.

     SECTION 3.03. GOVERNING LAW. This Supplemental Indenture No. __ shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

     SECTION 3.04. COUNTERPARTS. This Supplemental Indenture No. __ may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

                                      II-3


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. __ to be duly executed, as of the day and year first written
above.

                                             FEDEX CORPORATION, as Issuer
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS CORPORATION,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX GROUND PACKAGE SYSTEM,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX CUSTOM CRITICAL, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             VIKING FREIGHT, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      II-4


                                             FEDERAL EXPRESS CANADA LTD., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS JAPAN K.K., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX TRADE NETWORKS, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             TOWER GROUP INTERNATIONAL,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             TOWER GROUP INTERNATIONAL
                                             CANADA INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      II-5


                                             CARIBBEAN TRANSPORTATION
                                             SERVICES, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             WORLD TARIFF, LIMITED, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX GROUND PACKAGE SYSTEM,
                                             LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX CORPORATE SERVICES, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX SUPPLY CHAIN SERVICES,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      II-6


                                             FEDEX FREIGHT CORPORATION, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX FREIGHT SYSTEM, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             AMERICAN FREIGHTWAYS, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS AVIATION
                                             SERVICES, INCORPORATED, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS (AUSTRALIA)
                                             PTY LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      II-7


                                             FEDERAL EXPRESS INTERNATIONAL
                                             (FRANCE) SNC, as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS (SINGAPORE)
                                             PTE. LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS EUROPE, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS EUROPE, INC. &
                                             CO., V.O.F./S.N.C., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS HOLDINGS
                                             (MEXICO) Y COMPANIA S.N.C. DE
                                             C.V., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      II-8


                                             FEDERAL EXPRESS HOLDINGS S.A.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS
                                             INTERNATIONAL, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS PACIFIC, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS VIRGIN
                                             ISLANDS, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             _____________________, as Trustee
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      II-9


                                                                    SCHEDULE III

                          FEDEX CORPORATION, as Issuer
                          THE GUARANTORS NAMED HEREIN,
                      THE ADDITIONAL GUARANTOR NAMED HEREIN
                                       AND

                             ---------------------,
                                   as Trustee

                             Supplemental Indenture
                                     No. __
                        Dated as of _____________, ______

                    ___% Notes due __________________, ______

     SUPPLEMENTAL INDENTURE NO. ___, dated as of __________, _____ among FedEx
Corporation, a Delaware corporation (the "COMPANY"), the Guarantors referred to
in the Indenture defined below, ________________ (the "ADDITIONAL GUARANTOR")
and ________________, as Trustee (the "TRUSTEE").

                                    RECITALS

     WHEREAS, the Company, the Guarantors and the Trustee have executed and
delivered an Indenture dated as of _______________, as amended or supplemented
(the "INDENTURE"), to provide for the issuance from time to time of the
Company's Securities;

     WHEREAS, Section 12.03 of the Indenture provides that each Person who
becomes a Guarantor shall execute a supplemental indenture evidencing the same;

     WHEREAS, the Additional Guarantor desires to become a Guarantor under the
Indenture; and

     WHEREAS, all acts and proceedings required by law, the Indenture and the
organizational documents of the Company, the Guarantors and the Additional
Guarantor necessary to constitute this Supplemental Indenture No. __ a valid and
binding agreement for the uses and purposes set forth herein have been done and
performed, and the execution and delivery of this Supplemental Indenture No. __
have in all respects been duly authorized.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually
covenanted and agreed, for the equal and proportionate benefit of the holders of
the Securities of each series, as follows:

                                      III-1


                                    ARTICLE 1
     RELATION TO THE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

     SECTION 1.01. RELATION TO THE INDENTURE. This Supplemental Indenture
No.___ constitutes an integral part of the Indenture.

     SECTION 1.02. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. For
all purposes of this Supplemental Indenture No. ___ unless otherwise specified
herein:

     (a) all terms defined in this Indenture which are used and not otherwise
defined herein shall have the meanings they are given in the Indenture; and

     (b) the provisions of general application stated in Section 1.01 of the
Indenture shall apply to this Supplemental Indenture No. __, except that the
words "HEREIN," "HEREOF," "HERETO" and "HEREUNDER" and other words of similar
import refer to this Supplemental Indenture as a whole and not to the Indenture
or any particular Article, Section or other subdivision of the Indenture or this
Supplemental Indenture No. ___.

                                    ARTICLE 2
                              ADDITION OF GUARANTOR

     SECTION 2.01. ADDITION OF GUARANTOR. The Additional Guarantor is hereby
made a party to the Indenture as a Guarantor thereunder.

                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

     SECTION 3.01. SUPPLEMENTAL INDENTURE. The Indenture, as supplemented and
amended by this Supplemental Indenture No. __, is in all respects hereby
adopted, ratified and confirmed.

     SECTION 3.02. EFFECTIVENESS. This Supplemental Indenture No. __ shall take
effect as of the date hereof.

     SECTION 3.03. GOVERNING LAW. This Supplemental Indenture No. __ shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

     SECTION 3.04. COUNTERPARTS. This Supplemental Indenture No. __ may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

                                      III-2


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. __ to be duly executed, as of the day and year first written
above.

                                             FEDEX CORPORATION, as Issuer
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS CORPORATION,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX GROUND PACKAGE SYSTEM, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX CUSTOM CRITICAL, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             VIKING FREIGHT, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-3


                                             FEDERAL EXPRESS CANADA LTD., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS JAPAN K.K., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX TRADE NETWORKS, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             TOWER GROUP INTERNATIONAL, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             TOWER GROUP INTERNATIONAL CANADA
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-4


                                             CARIBBEAN TRANSPORTATION SERVICES,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             WORLD TARIFF, LIMITED, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX GROUND PACKAGE SYSTEM,
                                             LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX CORPORATE SERVICES, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX SUPPLY CHAIN SERVICES, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-5


                                             FEDEX FREIGHT CORPORATION, as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDEX FREIGHT SYSTEM, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             AMERICAN FREIGHTWAYS, INC., as
                                             Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS AVIATION SERVICES,
                                             INCORPORATED, as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS (AUSTRALIA)
                                             PTY LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-6


                                             FEDERAL EXPRESS INTERNATIONAL
                                             (FRANCE) SNC, as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS (SINGAPORE)
                                             PTE. LTD., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS EUROPE, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS EUROPE, INC. &
                                             CO., V.O.F./S.N.C., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS HOLDINGS (MEXICO)
                                             Y COMPANIA S.N.C. DE C.V.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-7


                                             FEDERAL EXPRESS HOLDINGS S.A.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS INTERNATIONAL,
                                             INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS PACIFIC, INC.,
                                             as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             FEDERAL EXPRESS VIRGIN
                                             ISLANDS, INC., as Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                             _____________________, as
                                             Additional Guarantor
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-8


                                             _____________________, as Trustee
Attest:

By:                                          By:
   -------------------------                    ------------------------------
   Name:                                        Name:
   Title:                                       Title:

                                      III-9


                                                                       EXHIBIT A

REGISTERED                                          PRINCIPAL AMOUNT:

No._______                                          $ _______________

CUSIP NO._____________

                                FEDEX CORPORATION

                               ___% Note due _______,__

               Guaranteed as to Payment of Principal and Interest
                    by the Guarantors named in the Indenture

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY") (55 WATER
STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

     FedEx Corporation, a Delaware corporation (the "COMPANY," which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay

Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, New York 10041

                                       A-1


or registered assigns, the principal sum of _______________ DOLLARS on
_________,__ (the "MATURITY DATE") and to pay interest thereon from _______,____
or from the most recent "INTEREST PAYMENT DATE" to which interest has been paid
or duly provided for, semi-annually on _______ and ______ of each year,
commencing ____,___, and on the Maturity Date, at the rate of ___% per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on the "REGULAR RECORD DATE" for such interest, which shall be the ______ or
____ (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee referred to on the reverse hereof, notice of which shall be given to
Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

     The Company will at all times appoint and maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of and
interest on any Notes of this series on behalf of the Company and having an
office or agency in ______________ and in such other cities, if any, as the
Company may designate in writing to the Trustee (the "PLACE OF PAYMENT") where
Notes of this series may be presented or surrendered for payment and where
notices, designations or requests in respect for payments with respect to Notes
of this series may be served. The Company has initially appointed
___________________ as such Paying Agent.

     Interest payments on this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months. Interest payable on this Note on any
Interest Payment Date and on the Maturity Date will include interest accrued
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for (or from and including _______, ___, if no
interest has been paid on this Note) to but excluding such Interest Payment Date
or the Maturity Date, as the case may be.

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day (as defined below), principal or interest payable with
respect to such Interest Payment Date or Maturity Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if
it were paid on the date such payment was due, and no interest shall accrue on
the amount so

                                       A-2


payable for the period from and after such Interest Payment Date or the Maturity
Date, as the case may be. "BUSINESS DAY" means any day other than Saturday,
Sunday or other day on which banking institutions in New York or Tennessee are
obligated or authorized by law to close.

     The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                      FEDEX CORPORATION

                                       By:
                                         ---------------------
                                      Name:
                                     Title:
Attest:

By:
   ----------------------------------
Name:
Title:

                                       A-3


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                             _____________________, as Trustee


                                             By:
                                                --------------------------------
                                                  Authorized Officer

                                       A-4


                            [FORM OF REVERSE OF NOTE]

                                FEDEX CORPORATION

                           __ % Note due _________,__

     This Note is one of a duly authorized issue of securities of the Company
(herein called the "NOTES"), limited in aggregate principal amount to
$______(except as otherwise provided in the Indenture), issued and to be issued
as one series of debt securities of the Company under an Indenture, dated as
of________, _____, as amended and supplemented from time to time (the
"INDENTURE"), among the Company, the Guarantors referred to in the Indenture and
_____________________, as Trustee (the "TRUSTEE," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. In addition to
the Notes, the Company is authorized to issue an unlimited amount of debt
securities in one or more series (herein collectively with the Notes called the
"DEBT SECURITIES") under the Indenture. Capitalized terms used herein and in the
Guarantee endorsed hereon but not defined have the meanings ascribed to such
terms in the Indenture.

     This Note is not redeemable at the option of the Company or at the option
of the Holder prior to the Maturity Date [and is not subject to any sinking
fund].

     [This Note is not convertible or exchangeable.]

     The Notes are unconditionally guaranteed as to the due and punctual payment
of the principal and interest in respect thereof by the Guarantors as evidenced
by their guarantees (the "GUARANTEES") set forth hereon. The Guarantees are
direct and unconditional obligations of such Guarantors and rank and will rank
equally in priority of payment and in all other respects with all other
unsecured and unsubordinated obligations of such Guarantors now or hereafter
outstanding.

     In case an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Note or (ii) certain respective covenants and Events
of Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Debt Securities

                                       A-5


of each series to be affected under the Indenture at any time by the Company,
the Guarantors and the Trustee with the consent of the Holders of not less than
a majority in principal amount of the Debt Securities at the time Outstanding or
the consent of the Holders of not less than a majority in principal amount of
each series of Debt Securities to be affected if less than all series are to be
affected by such modification or amendment. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Debt Securities of each series at the time Outstanding, on behalf of the
Holders of all Debt Securities of such series, to waive compliance by the
Company and the Guarantors with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note or Notes issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the currency herein prescribed.

     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations herein
and therein set forth, Notes of this series issued in definitive registered form
are exchangeable for the same aggregate principal amount of Notes of this series
and of like tenor and authorized denominations, as requested by the Holder
surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes,

                                       A-6


whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement of the
Company or any Guarantor in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, of the Company or any Guarantor or of any successor thereto,
either directly or through the Company or any Guarantor or any successor
thereto, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.

     At the option of the Corporation and upon satisfaction of certain
conditions specified in the Indenture, either (a) the Corporation shall be
deemed to have paid and discharged the entire indebtedness on the Notes or (b)
the Corporation need not comply with certain covenants contained in the
Indenture, in each case upon the deposit by the Corporation with the Trustee in
trust for the Holders of the Notes of an amount of funds or obligations issued
or guaranteed by the United States of America sufficient to pay and discharge
upon the stated maturity thereof the entire indebtedness evidenced by the Notes,
all as provided in the Indenture.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

                                       A-7


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

     TEN COM    as tenants in common

     TEN ENT    as tenants by the entireties

     JT TEN     as joint tenants with right of survivorship and not as tenants
                in common

      UNIF GIFT MIN ACT ______________ Custodian ______________
                            (Cust)                  (Minor)
                 under Uniform Gifts to Minors Act
                           ------------------------------------
                                        (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and
transfer(s) unto _______________________________________________________________

- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
- --------------------------------------------------------------------------------
Please Print or Type Name and Address including Postal Zip Code of Assignee:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints to ________________________________________________________________
transfer said Note on the books of the Company, with full power of substitution
in the premises.

                                       A-8


Dated:
      ------------

Signature Guaranteed

- -----------------------------
NOTICE: Signature must be guaranteed by a member firm of the New York Stock
Exchange or a commercial bank or trust company.

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever.

                                       A-9


                                                                       EXHIBIT B

                                    GUARANTEE

     ______________ (the "GUARANTOR") hereby, jointly and severally with each
other Guarantor, fully and unconditionally guarantees (such guarantee being
referred to herein as the "GUARANTEE") the due and punctual payment of the
principal of, premium, if any, and interest on the Securities, whether at
maturity, upon redemption, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal, premium and interest, if any, on
the Securities, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article Twelve of the Indenture.

     The obligations of the Guarantor to the Holders of Securities and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth, to
the extent and in the manner provided, in Article Twelve of the Indenture, and
reference is hereby made to such Indenture for the precise terms of the
Guarantee therein made.

     The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.

     This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.

     This Guarantee is subject to release upon the terms set forth in the
Indenture.

                                             _____________________, as Guarantor

                                             By:
                                                --------------------------
                                             Name:
                                             Title:

                                       B-1

EX-4.6

                                                                     EXHIBIT 4.6
                                                    [FRONT OF STOCK CERTIFICATE]

                            [FedEx Corporation Logo]
                                                                    COMMON STOCK
                                                                  PAR VALUE $.10

NUMBER                                                              SHARES

FEDEX CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO OR IN THE CITY OF NEW YORK

                                                               CUSIP 31428X 10 6
                                        SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

This is to Certify that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF FedEx Corporation,
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.

     Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

DATED:

[FEDEX CORPORATION CORPORATE SEAL]

/s/ Frederick W. Smith
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER

/s/ Kenneth R. Masterson
SECRETARY

COUNTERSIGNED AND REGISTERED:
EquiServe Trust Company, N.A.
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED OFFICER



                                                  [REVERSE OF STOCK CERTIFICATE]

                                FEDEX CORPORATION

     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE
SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
         common

UNIF GIFT MIN ACT -- __________ Custodian ____________ under Uniform Gifts to
Minors Act _________    (Cust)              (Minor)
           (State)

     Additional abbreviations may also be used though not in the above list.

    For value received, ______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________
__________________ Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in the premises.
Dated, _______________________

                                             -----------------------------------
                                             NOTICE: THE SIGNATURE TO THIS
                                             ASSIGNMENT MUST CORRESPOND WITH THE
                                             NAME AS WRITTEN UPON THE FACE OF
                                             THIS CERTIFICATE IN EVERY
                                             PARTICULAR WITHOUT ALTERATION OR
                                             ENLARGEMENT OR ANY CHANGE WHATEVER.

                                             THE SIGNATURE(S) SHOULD BE
                                             GUARANTEED BY AN "ELIGIBLE
                                             GUARANTOR INSTITUTION" (WITH
                                             MEMBERSHIP IN AN APPROVED SIGNATURE
                                             GUARANTEE MEDALLION PROGRAM),
                                             PURSUANT TO RULE 17Ad-15 UNDER THE
                                             SECURITIES EXCHANGE ACT OF 1934, AS
                                             AMENDED.

                                             SIGNATURE(S) GUARANTEED BY:

EX-5.1

                                                                     EXHIBIT 5.1

                         [FedEx Corporation letterhead]

April 16, 2002

FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120

Ladies and Gentlemen:

         I am the Executive Vice President, General Counsel and Secretary of
FedEx Corporation, a Delaware corporation ("FedEx"), and have acted as such in
connection with the preparation and filing of a Registration Statement on Form
S-3 (the "Registration Statement") and the prospectus contained therein (the
"Prospectus") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the offering from time to time, pursuant to
Rule 415 of the General Rules and Regulations of the Commission promulgated
under the Securities Act, by FedEx of the following securities with an aggregate
initial public offering price of up to $1 billion:

         (i) FedEx's debt securities (the "Debt Securities"), together with the
guarantees thereof (the "Guarantees") by the guarantors described in the
Registration Statement (the "Guarantors"), to be issued in one or more series
pursuant to an indenture (as amended or supplemented from time to time, the
"Indenture") to be entered into among FedEx, the Guarantors and a trustee to be
selected by FedEx; and

         (ii) FedEx's common stock, par value $0.10 per share (the "Common
Stock," and collectively with the Debt Securities and the Guarantees, the
"Securities").

         In connection with the opinions expressed below, I or attorneys under
my supervision have examined originals, or copies certified to my satisfaction,
of such agreements, documents, certificates and statements of government
officials and other papers as we have deemed necessary or advisable as a basis
for such opinions. In such examination we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity with the originals of all documents submitted to us as
copies. I or attorneys under my supervision also have examined the form of
Indenture to be filed with the Commission as Exhibit 4.3 to the Registration
Statement.

         Based upon the foregoing, it is my opinion that:

         1.       With respect to the Debt Securities and the Guarantees, when:

                  (a)      the Indenture and any supplemental indentures thereto
                           have been duly authorized, executed and delivered by
                           FedEx, the Guarantors and the trustee;

                  (b)      the Indenture has been qualified under the Trust
                           Indenture Act of 1939, as amended (the "Trust
                           Indenture Act");

                  (c)      the trustee under the Indenture has been qualified
                           under the Trust Indenture Act and a Form T-1 has been
                           filed with the Commission;



                  (d)      all necessary corporate action to approve the
                           issuance of and establish the final terms of the Debt
                           Securities and the Guarantees, the terms of the
                           offering and related matters has been taken;

                  (e)      the Debt Securities (with the Guarantees endorsed
                           thereon) have been duly executed and authenticated in
                           accordance with the terms of the Indenture; and

                  (f)      the Debt Securities have been issued, sold and
                           delivered in the manner and for the consideration
                           stated in the applicable definitive purchase,
                           underwriting or similar agreement, upon payment of
                           the consideration therefor provided for therein,

the Debt Securities and the Guarantees will be legally issued and the valid and
binding obligations of FedEx and the Guarantors, respectively, enforceable in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or similar laws relating to or affecting creditors' rights generally
and by general equitable principles.

         2.       With respect to the Common Stock, when:

                  (a)      all necessary corporate action to approve the
                           issuance of and the terms of the offering of the
                           shares of Common Stock and related matters has been
                           taken; and

                  (b)      the shares of Common Stock have been issued and
                           delivered either (i) in accordance with the
                           applicable definitive purchase, underwriting or
                           similar agreement, upon payment of the consideration
                           therefor provided for therein, or (ii) upon
                           conversion or exchange of any of the Debt Securities,
                           in accordance with the terms of such Debt Securities
                           and the Indenture,

the shares of Common Stock will be legally and validly issued, fully paid and
nonassessable, PROVIDED THAT the consideration therefor is not less than the par
value of the Common Stock.

         In connection with the opinions expressed above, I have assumed that at
or prior to the time of the delivery of any such Security, (a) the Registration
Statement, and any amendments thereto (including post-effective amendments), and
any additional registration statement filed under Rule 462 under the Securities
Act will have been declared effective and such effectiveness will not have been
terminated or rescinded; (b) a supplement to the Prospectus will have been
prepared and filed with the Commission describing the Securities offered
thereby; (c) the authorization applicable to such Security will not have been
modified or rescinded; and (d) there shall not have occurred any change in law
affecting the validity or enforceability of such Security. I also have assumed
that none of the terms of any Security to be established subsequent to the date
hereof, nor the issuance and delivery of such Security, nor the compliance by
FedEx or any Guarantor with the applicable terms of such Security will violate
any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon FedEx or any such Guarantor, or any
restriction imposed by any court or governmental body having jurisdiction over
FedEx or any such Guarantor.


                                        2




         I do not find it necessary for purposes of this opinion and,
accordingly, do not purport to cover herein the application of the "Blue Sky" or
securities laws of the various states to the sales of the Securities.

         I am qualified to practice law in the State of Tennessee and I do not
purport to be an expert on, or to express any opinion herein concerning, any
laws other than the laws of the State of Tennessee, the Delaware General
Corporation Law and the federal laws of the United States.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus and in any subsequently filed supplements to the
Prospectus. In giving such consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.

                                   Sincerely,

                                   FEDEX CORPORATION


                                   /s/ Kenneth R. Masterson

                                   Kenneth R. Masterson
                                   Executive Vice President, General Counsel and
                                   Secretary



                                       3

EX-15.1

                                                                    EXHIBIT 15.1



                        [ARTHUR ANDERSEN LLP LETTERHEAD]


April 12, 2002

FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120



We are aware that FedEx Corporation has incorporated by reference in this Form
S-3 Registration Statement the FedEx Corporation and Federal Express Corporation
Form 10-Q's for the quarters ended August 31, 2001, November 30, 2001 and
February 28, 2002 which include our reports dated September 19, 2001, December
18, 2001 and March 19, 2002 covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of 1933, those
reports are not considered a part of this Registration Statement prepared or
certified by our Firm or reports prepared or certified by our Firm within the
meaning of Sections 7 and 11 of the Act.


Very truly yours,


 /s/ Arthur Andersen LLP

EX-23.2

                                                                    EXHIBIT 23.2



                    Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of FedEx Corporation of our
reports dated June 27, 2001 included in the FedEx Corporation and Federal
Express Corporation Form 10-K filings for the year ended May 31, 2001, and to
all references to our Firm included in this Registration Statement.



/s/ Arthur Andersen LLP
Memphis, Tennessee
April 12, 2002

EX-23.3

                                                                    EXHIBIT 23.3


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in the Registration Statement (Form S-3) and related
Prospectus of FedEx Corporation for up to $1,000,000,000 of unsecured debt
securities and common stock of our report dated January 19, 2001 (except Note 7,
as to which the date is February 9, 2001), with respect to the financial
statements of American Freightways Corporation included in the Registration
Statement (Form S-4 No. 333-59834) and related Prospectus of FedEx Corporation
filed with the Securities and Exchange Commission on April 30, 2001.



/s/ Ernst & Young LLP
Memphis, Tennessee
April 12, 2002